How to File a Certificate of Amendment in Texas: Form 424

To file a Certificate of Amendment in Texas, submit Form 424 to the Secretary of State with the $150 filing fee ($25 for nonprofit corporations and cooperative associations), after your entity’s owners or governing body have approved the change in the manner your governing documents require. You can file online through SOSDirect, by mail, by courier, or in person in Austin.

What Form 424 Can Change

A Certificate of Amendment modifies the information in your entity’s original Certificate of Formation on file with the Texas Secretary of State. Under the Texas Business Organizations Code, a filing entity can amend its certificate at any time and in as many ways as needed, so long as the amended certificate would still be valid if it were filed as a brand-new formation document today.¹ You can add new provisions, alter existing ones, or delete language that no longer applies.²

Common uses include changing the entity’s legal name, replacing the registered agent or registered office, revising the business purpose, switching an LLC between member-managed and manager-managed, and adjusting stock terms for corporations or membership interest terms for LLCs.

One boundary worth flagging: if the only change you need is to the registered agent or registered office, Texas has a simpler standalone form for that. Form 424 is meant for substantive amendments to the formation document.

Get Internal Approval Before You File

This is where most filing problems start. Form 424 requires you to certify that the amendment was adopted in the manner required by the Business Organizations Code and by your entity’s governing documents.³ The specific procedure depends on entity type.⁴

For a corporation, that typically means the board adopts a resolution proposing the amendment, then shareholders vote to approve it. For an LLC, the members or managers must approve the amendment according to the company agreement. If your governing documents set a higher approval threshold than the Code’s default, you have to meet the higher threshold. Filing without proper authorization does more than risk rejection. It can expose the person who signed the filing to liability. Document the vote or written consent before you touch the form.

Information to Have on Hand

Pull these details together before opening Form 424:

The entity’s current legal name, exactly as it appears in the Secretary of State’s records — not an informal name or DBA.
The file number assigned when your entity was formed.
The date your original Certificate of Formation was filed.³
The exact language you want in the amended certificate. For a name change, that’s the new name. For a registered agent change, the new agent’s name and full street address. For anything else, the full text of what you’re adding, altering, or deleting.

If you don’t know your entity’s file number or formation date, you can look them up for free on SOSDirect, the Secretary of State’s online search tool.⁵

Check Name Availability First

If the amendment changes the entity’s name, verify the new name is available before you file. Texas will reject an amendment if the proposed name is already taken or is deceptively similar to an existing entity’s name. Run a free name availability search through SOSDirect.⁶ If you want to hold the name while you prepare the filing, you can reserve it through the same system.

Completing Form 424

Form 424 is a PDF on the Secretary of State’s website.² The substantive part of the form has three sections:

Section 1 handles a name change. Fill in the new name here; leave the section blank if the name isn’t changing.
Section 2 handles a change to the registered agent or registered office. Enter the new agent’s name and business address.
Section 3 handles everything else. State the specific provision being changed and provide the full revised text. Attach additional pages if you run out of room.³

If you’re updating information about directors or governing persons, the Secretary of State’s instructions recommend using a business address or P.O. box rather than a home address for privacy.²

You can specify a delayed effective date if you don’t want the amendment to take effect immediately. Leave the effective date blank and the amendment becomes effective the moment the Secretary of State files it.

How to Submit the Filing

As of September 15, 2025, the Texas Secretary of State accepts business entity filings only through these methods:⁷

SOSDirect, the online filing system, which gives real-time confirmation when the filing is processed.
SOSUpload, an online portal for documents not available as fillable forms on SOSDirect. You need a SOSDirect account to use it.⁵
Mail, sent in duplicate to Secretary of State, P.O. Box 13697, Austin, TX 78711-3697.³
Courier or in-person delivery to the Secretary of State’s office in Austin.

Fax is no longer accepted. If you find older guides mentioning fax delivery, disregard that information.⁷

Fees and Payment

The filing fee is $150 for most entity types, including corporations, LLCs, and limited partnerships.⁸ Nonprofit corporations and cooperative associations pay $25.

Accepted payment methods:⁹

Check or money order made payable to the Secretary of State, drawn on a U.S. bank.
American Express, Discover, Mastercard, or Visa, with a statutory 2.7% convenience fee added.
A prefunded client account, useful if you file frequently.
Cash, but only for in-person submissions.

Processing Time and Expedited Options

Electronic filings through SOSDirect are processed faster than paper submissions, and the Secretary of State’s office encourages electronic filing.⁵ Mail submissions add transit time on both ends.

If timing is critical, Texas offers three tiers of expedited processing through the Texas Express program, each charged on top of the standard filing fee:¹⁰

Same-day at $750: filings received by 12:00 p.m. are processed by close of business that day.
Next-day at $500: filings received by 12:00 p.m. are processed by close of business the following business day.
Standard expedited at $50: processed ahead of regular submissions, typically within two to three business days.

Those fees stack. A same-day Certificate of Amendment for an LLC costs $900 total before any credit card surcharge. For most routine amendments, the standard timeline is fine.

After the Filing Goes Through

Once the Secretary of State processes your filing, the amendment takes effect immediately unless you specified a delayed date. You’ll receive electronic confirmation for online filings or a stamped copy by mail for paper filings.⁵ You can also verify the amendment posted by searching your entity on SOSDirect using the file number.

Keep a copy of the filed Certificate of Amendment with your entity’s permanent records, alongside the original Certificate of Formation. Banks, lenders, and business partners often ask to see both when verifying your entity’s current legal status.

Notify the IRS If You Changed the Name

Filing with the Texas Secretary of State updates your state record. It does not update the IRS. If your amendment changed the entity’s legal name, notify the IRS separately so your Employer Identification Number records match.¹¹

How you notify depends on entity type and whether you’ve already filed the current year’s return:

Corporations: if the current-year return hasn’t been filed yet, check the name change box on Form 1120 (page 1, Line E, Box 3) or Form 1120-S (page 1, Line H, Box 2). If it’s already filed, send a written notification signed by a corporate officer to the IRS address where you filed.
Partnerships and multi-member LLCs: check the name change box on Form 1065 (page 1, Line G, Box 3). If the return has already been filed for the year, send a signed letter from a partner.
Sole proprietorships and single-member LLCs: write to the IRS at the address where you filed your return, with the letter signed by the owner.¹¹

Operating under a new name at the state level while your IRS records still show the old one creates friction when filing tax returns, applying for business credit, or responding to IRS correspondence. Handle both.

1
State of Texas. Texas Code Business Organizations 3.051 – Right to Amend Certificate of Formation
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Office of the Texas Secretary of State. Form 424 – Instructions for Certificate of Amendment
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Secretary of State of Texas. Form 424 – Certificate of Amendment
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State of Texas. Texas Code Business Organizations 3.052 – Procedures to Amend Certificate of Formation
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Office of the Texas Secretary of State. Filing Options
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Office of the Texas Secretary of State. Let’s Do Business
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Office of the Texas Secretary of State. Business Services
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Secretary of State. Business Filings and Trademarks Fee Schedule
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Office of the Texas Secretary of State. Filing and Other General FAQs
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Office of the Texas Secretary of State. Introducing Texas Express Expedited Business Filings
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Internal Revenue Service. Business Name Change