Articles/Certificate of Correction (Texas)
This form is to correct the articles/certificate of a corporation, limited liability company, or out-of-state financial institution in Texas. The form provided here is simply a sample of what the actual Form 403 looks like.
ARTICLES/CERTIFICATE OF CORRECTION
This correction by the undersigned corporation, limited liability company, or out-of-state financial institution is submitted pursuant to article 1302-7.01, Texas Miscellaneous Corporation Laws Act. In the case of a limited partnership, this certificate of correction is made pursuant to section 2.13, Texas Revised Limited Partnership Act. The undersigned entity seeks to correct a document which is an inaccurate record of the entity action, contains an inaccurate or erroneous statement, or was defectively or erroneously executed, sealed, acknowledged or verified, and for this purpose states the following.
ARTICLE ONE
The name of the entity is ____________________________________
The name must contain one of the words of incorporation required for business corporations or an abbreviation thereof, or the phrase "Professional Corporation" or the initials "P.C." The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended.
ARTICLE TWO
The document to be corrected is the ___________________________
that was filed in the Office of the Secretary of State on the following date: ___________________________
ARTICLE THREE
The inaccuracy, error, or defect to be corrected is: ___________________________
ARTICLE FOUR
As corrected, the inaccurate, erroneous, or defective portion of the document reads as
follows: ___________________________
________________________________ Name of Entity
By: ________________________________ (A person authorized to sign on behalf of the entity.)
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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Articles of correction or a certificate of correction are appropriate whenever an entity files an instrument which is an inaccurate record of the entity action referred to in the instrument, or which contains an inaccurate or erroneous statement, or which was defectively or erroneously executed, sealed, acknowledged, or verified. A correction may be used only to correct a previously filed document; it may not be used to negate or cancel a filing. If the entity chooses to make a change in its formation or qualification document (e.g., articles of incorporation), it may not use a correction. Instead, an amendment filing made pursuant to the law applicable to the type of entity must be filed.
The foregoing form promulgated by the secretary of state is designed to meet minimum statutory filing requirements; 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 articles/certificate of correction.
1. Provide the current name of the entity as it appears in the records of this office in article one of this form. If the error to be corrected is in the name of the entity, the entity name must be the name as it appears on the records of the secretary of state.
2. Identify the document to be corrected in article two of the form. For example, if the error was contained in articles of amendment, then article two of this form should state "articles of amendment". The date on which the document was filed also should be listed. This date is the date stamped on the upper right-hand corner of the acknowledgment copy.
3. Article three should identify the error to be corrected. For example, if the articles of incorporation misspelled the entity name, then article three of this form should state that it is correcting the misspelling of the entity name that appeared in article one of the articles of incorporation.
4. Article four should include only the corrected portion of the document. For example, if the error was a misspelling of the entity name which appeared in article one of the articles of incorporation, set forth in article four of this form a reference to the corrected article and its text as corrected.
The articles/certificate of correction must be signed by an officer or director of a corporation or out-of-state financial institution. In the case of a limited liability company, a member or manager must sign the document. A general partner of a limited partnership must sign on behalf of a limited partnership. The person signing should indicate the capacity in which the person signs next to the signature. 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.
The filing fee for a corporation, limited liability company, or out-of-state financial institution is $15. The fee for a limited partnership is $200. Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of filing fees. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.
Two copies of the articles of correction together with the applicable fee should be submitted to the address shown on 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 James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.