The Texas 401 form is a document used to officially change the registered agent or registered office of a business entity in Texas. This form ensures compliance with the Texas Business Organizations Code and serves as a necessary step to maintain legal standing. Promptly submitting this form is crucial to avoid potential penalties or termination of the entity's registration.
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When filling out the Texas 401 form for a change of registered agent or office, it's important to follow specific guidelines to ensure your submission is correct and accepted. Here are five things you should do, along with five things you should avoid:
Form 401—General Information (Change of Registered Agent/Office)
The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.
Commentary
This form has been promulgated to comply with the provisions of the Texas Business Organizations Code (BOC) regarding changes to registered agent and office of entities filed with the secretary of state. A nonprofit corporation formed for a special purpose under a statute or code other than the BOC may be required to meet other filing requirements than those imposed by the BOC. This form may not comply with the requirements imposed under the special statute or code governing the special purpose corporation. Please refer to the statute or code governing the special purpose corporation for specific filing requirements.
Section 5.202 of the BOC specifies the procedure to be followed when a Texas or foreign filing entity that is subject to the BOC desires to make changes to its registered office or registered agent. Since an entity may be terminated or its registration revoked for failure to maintain a registered office and agent, any change should be submitted promptly. Changes to registered office and agent may also be included as part of a certificate of amendment or restated certificate, as an amendment in a plan of merger, and in the certificate of formation for a converted entity. Use this form if the only changes to be made to the certificate of formation or registration are to the registered office or agent or both.
Consent: Effective January 1, 2010, a person designated as the registered agent of an entity must have consented, either in a written or electronic form, to serve as the registered agent of the entity. Although consent is required, a copy of the person’s written or electronic consent need not be submitted with the statement of change. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a person as the registered agent of an entity without that person’s consent. (BOC § 5.207)
Office Address Requirements: The registered office address must be located at a street address where service of process may be personally served on the entity’s registered agent during normal business hours. Although the registered office is not required to be the entity’s principal place of business, the registered office may not be solely a mailbox service or telephone answering service (BOC § 5.201).
Unincorporated nonprofit associations, Texas financial institutions, or defense base development authorities should use form 707 rather than this form to change the statement of appointed agent.
Instructions for Form
Items 1-3: Entity Information: The statement of change must contain the legal name of the entity. In addition, the name of the entity’s current registered agent and current registered office address must be provided. It is recommended that the file number assigned by the secretary of state be provided to facilitate processing of the document.
Item 4: Changes to Registered Office and/or Registered Agent. Complete item 4 to effect a change to the registered agent or registered office address. The registered agent can be either (option
Form 401
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A)a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an individual resident of the state. The filing entity cannot act as its own registered agent.
If the registered office is changed, complete section C. The registered office must be located at a street address where service of process may be personally served on the entity’s registered agent during normal business hours. Although the registered office address is not required to be the entity’s principal place of business, the registered office may not be solely a mailbox service or a telephone answering service (BOC § 5.201).
The statement of change must recite that the street address of the registered office is the same as the registered agent’s business address.
Statement of Approval: As required by section 5.202(b)(6) of the BOC, the form includes a recitation that the change specified in the statement is authorized by the entity. While the statement of change has the effect of amending the entity’s certificate of formation or registration, the BOC does not provide that the procedures to amend the certificate of formation are applicable. In general, the statement of change should be adopted and approved by the governing persons or by a person authorized to act on behalf of the entity.
Effectiveness of Filing: A statement of change becomes effective when filed by the secretary of state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the date the instrument is signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a future event or fact, other than the passage of time (option C). If option C is selected, you must state the manner in which the event or fact will cause the instrument to take effect and the date of the 90th day after the date the instrument is signed. In order for the instrument to take effect under option C, the entity must, within ninety (90) days of the filing of the instrument, file a statement with the secretary of state regarding the event or fact pursuant to section 4.055 of the BOC.
On the filing of a document with a delayed effective date or condition, the computer records of the secretary of state will be changed to show the filing of the document, the date of the filing, and the future date on which the document will be effective or evidence that the effectiveness was conditioned on the occurrence of a future event or fact.
On acceptance of the statement of change by the secretary of state, the statement is effective as an amendment to the appropriate provision of the entity’s certificate of formation or the foreign filing entity’s registration.
Execution: Pursuant to section 4.001 of the BOC, the statement of change must be signed by a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument. Generally, a governing person or managerial official of the entity signs a filing instrument.
The statement of change need not be notarized. However, before signing, please read the statements on this form carefully. The designation or appointment of a person as the registered agent by a managerial official is an affirmation by that official that the person named in the instrument has consented to serve as registered agent. (BOC § 5.2011, effective January 1, 2010)
A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument the person knows is materially false with the intent that the instrument be
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delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the person’s intent is to harm or defraud another, in which case the offense is a state jail felony.
Payment and Delivery Instructions: The filing fee for a change of registered office/agent is $15, unless the filing entity is a nonprofit corporation or a cooperative association. The filing fee for a nonprofit corporation or a cooperative association is $5. Fees may be paid by personal checks, money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees.
Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax, credit card information must accompany the transmission (Form 807). On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a file- stamped copy of the document, if a duplicate copy was provided as instructed.
Revised 05/11
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Form 401 (Revised 05/11)
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697
512463-5555 FAX: 512/463-5709
Filing Fee: See instructions
This space reserved for office use.
Statement of Change of
Registered Office/Agent
Entity Information
1. The name of the entity is:
State the name of the entity as currently shown in the records of the secretary of state.
2.The file number issued to the filing entity by the secretary of state is:
3.The name of the registered agent as currently shown on the records of the secretary of state is:
Registered Agent Name
The address of the registered office as currently shown on the records of the secretary of state is:
TX
Street Address
City
State Zip Code
Change to Registered Agent/Registered Office
4.The certificate of formation or registration is modified to change the registered agent and/or office of the filing entity as follows:
Registered Agent Change
(Complete either A or B, but not both. Also complete C if the address has changed.)
A. The new registered agent is an organization (cannot be entity named above) by the name of:
OR
B. The new registered agent is an individual resident of the state whose name is:
First Name
M.I.
Last Name
Suffix
Registered Office Change
C. The business address of the registered agent and the registered office address is changed to:
Street Address (No P.O. Box)
The street address of the registered office as stated in this instrument is the same as the registered agent’s business address.
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Statement of Approval
The change specified in this statement has been authorized by the entity in the manner required by the BOC or in the manner required by the law governing the filing entity, as applicable.
Effectiveness of Filing (Select either A, B, or C.)
A. This document becomes effective when the document is filed by the secretary of state.
B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
C. This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.
Date:
Signature of authorized person
Printed or typed name of authorized person (see instructions)
Print
Reset
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Texas Department of Motor Vehicle - A correct date of sale is necessary to validate the transaction.
Texas Medical License Verification - The document includes specific categories for various types of security experience.
The Texas 401 form serves as a crucial document for entities looking to change their registered agent or office. However, several other forms and documents often accompany this filing to ensure compliance with state regulations and to facilitate the overall process. Below is a list of these related documents, each described for clarity.
Each of these documents plays a significant role in maintaining compliance with Texas business regulations. Properly preparing and submitting the appropriate forms ensures that an entity remains in good standing with the state and avoids potential penalties associated with improper filings.
Filling out the Texas 401 form can be a straightforward process, but many individuals make common mistakes that can delay the filing or lead to complications. One frequent error is failing to provide the correct legal name of the entity. It is essential that the name matches exactly with what is on record with the Secretary of State. Any discrepancies may result in rejection of the form.
Another mistake involves omitting the file number assigned to the entity. This number is crucial for the processing of the document. Without it, the Secretary of State may struggle to locate the correct records, leading to unnecessary delays. Including this number is a simple step that can save time.
People often overlook the requirement for the registered agent's consent. Effective January 1, 2010, it is mandatory that the registered agent has consented to serve in that capacity. While you do not need to submit this consent with the form, it is vital that you have it documented. Failure to do so can result in legal complications down the line.
Additionally, some individuals mistakenly believe that a P.O. Box can serve as the registered office address. This is incorrect. The registered office must be a physical street address where the registered agent can be personally served during normal business hours. Ignoring this requirement can lead to rejection of the filing.
Completing the change section incorrectly is another common pitfall. When indicating the changes to the registered agent or office, it is important to complete the designated sections accurately. For instance, if you are changing the registered agent, you must select either option A or B, but not both. This clarity is necessary to avoid confusion.
Some individuals fail to include the statement of approval, which is required by the Texas Business Organizations Code. This statement confirms that the changes have been authorized by the entity. Omitting this statement may lead to questions about the legitimacy of the changes being made.
Another mistake is neglecting to sign the document. The statement of change must be signed by an authorized person. This signature serves as an affirmation that the registered agent has consented to their appointment. Without this signature, the filing cannot proceed.
In some cases, people do not specify the effectiveness of the filing. The form allows for the selection of options regarding when the changes will take effect. If this section is left blank, it may cause confusion and delay in processing the document.
Lastly, failing to include the correct payment can lead to rejection of the form. The filing fee for changing the registered office or agent is $15, unless the entity is a nonprofit corporation or cooperative association, in which case the fee is $5. Ensure that the payment method is acceptable and that the amount is correct to avoid any issues.
By being aware of these common mistakes, individuals can navigate the process of completing the Texas 401 form more effectively. Attention to detail is key, and taking the time to review the form thoroughly can prevent unnecessary complications.
This form is specifically designed for certain entities and may not meet the requirements for nonprofit corporations formed under different statutes. Always check the specific regulations governing your entity.
Entities cannot act as their own registered agents. The registered agent must be either an individual resident or a domestic or foreign entity registered to do business in Texas.
Effective January 1, 2010, consent from the registered agent is mandatory. However, the actual consent does not need to be submitted with the form.
The registered office must be a physical street address where service of process can be delivered. It cannot be solely a mailbox or answering service.
The process can be relatively quick, especially if submitted correctly. The statement of change becomes effective once filed by the Secretary of State.
There is a filing fee of $15 for most entities, while nonprofit corporations or cooperative associations pay a reduced fee of $5.
The statement of change does not require notarization. However, it must be signed by an authorized person.
Entities may face termination or revocation of registration if they fail to maintain a registered office and agent. Changes should be submitted promptly.
The completed form must be submitted in duplicate, either by mail, fax, or in person. Specific delivery instructions must be followed for processing.
Changes to the registered agent or office can also be included in other documents, such as a certificate of amendment or a restated certificate.
Here are some important points to consider when filling out and using the Texas 401 form:
Filling out the Texas 401 form is an essential step for entities wishing to update their registered agent or office address. After completing the form, it needs to be submitted to the Secretary of State along with the appropriate filing fee. This ensures that the changes are officially recognized and recorded.