Application for Amended Certificate of Authority (TEXAS)
This form is to amend the corporation or limited liability company's certificate of authority in Texas. The form provided here is simply a sample of what the actual Form 406 looks like.
APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY
Pursuant to the law governing the undersigned corporation or limited liability company, the entity makes this application to amend its certificate of authority to transact business in Texas and provides the following information:
1. The name of the entity as it currently appears on the records of the secretary of state of Texas is _____________________________
2. (If the entity's name was previously unavailable and the entity elected to use an assumed name in Texas, complete the following.) The assumed name of the entity as it currently appears on the records of the secretary of state is ___________________________
3. A certificate of authority was issued to the entity on the following date: _______________________________
4. The name has been changed to ______________________
____ The entity name has not been changed.
5. If applicable, the name that it elects to use hereafter in the state of Texas is __________________
6. It desires to pursue in Texas purposes other than, or in addition to, those authorized by its certificate of authority, as follows: ___________________________________
It is authorized to pursue such purpose or purposes in the state or country under the laws of which it is organized.
7. It desires to change the statement(s) contained in item(s) number
_____________________________ of the original or amended certificate of authority to read as follows: ______________________________
Name of Entity ___________________________________________
By _____________________________________
Its __________________________________________ (Authorized Officer of Corporation, Authorized Manager or Member of LLC)
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. This form is designed for use by a foreign corporation or a foreign limited liability company seeking to amend its certificate of authority. A foreign limited partnership seeking to amend its application for registration must utilize form number 412. A registered out-of-state financial institution should utilize form number 411.
2. An application for an amended certificate of authority must be submitted when a foreign corporation or limited liability company authorized to transact business in Texas changes its name, desires to pursue purposes other than, or in addition to, those authorized by its existing certificate of authority, or if such entity desires to change any statement in its original application for certificate of authority. The attached form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the application for amended certificate of authority.
3. An application for an amended certificate of authority submitted to record a name change must be accompanied by a certificate from the proper filing officer in the jurisdiction of organization evidencing the name change. In the event the new name is not available for use in Texas, the entity must adopt an assumed name and the assumed name must meet the same requirements of name availability as do entity names. The assumed name is to be set forth in item 5 of the application and, in addition, the entity is required to file an assumed name certificate in compliance with chapter 36 of the Texas Business & Commerce Code. The assumed name certificate is to be filed with the secretary of state and with the county clerk in the county in which the registered office is located and the county in which the principal office is located. The form promulgated by the secretary of state for making the assumed name filing is form number 503. This form is not acceptable for filing in the county clerk's office.
4. Applications submitted to show a change in the assumed name which the entity previously elected to use in Texas should be accompanied by a new assumed name certificate in accordance with Chapter 36 of the Texas Business & Commerce Code.
5. The application must be signed by an authorized officer of a corporation or an authorized manager or member of a limited liability company. Prior to signing, please read the statements on this form carefully. A person commits an offense under the Texas Business Corporation Act, the Texas Limited Liability Company Act or the Texas Non- Profit Corporation Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
6. The filing fee for an amended certificate of authority is: business corporation, $150.00; non-profit corporation, $25.00; limited liability company, $100.00. Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of the filing fee. Checks or money orders must be payable through a U.S. bank or other financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.
7. Two copies of the document along with the filing fee should be mailed to the address shown in the heading of this form. We will place one document on record and return a file stamped copy, if a duplicate copy was provided for such purpose. The delivery address is: Secretary of State, Statutory Filings Division, Corporations Section, James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. The telephone number is (512) 463-5582, TDD: (800) 735-2989, FAX: (512) 463-5709.