Form 403 – Articles or Certificate of Correction

Jurisdiction: Country: United States | Province/State: Texas

What is a Form 403 – Articles or Certificate of Correction?

Form 403 is the Texas filing you use to correct a business filing that is already on record with the Texas Secretary of State. Think of it as an official patch. If a filed instrument contains an error, Form 403 lets you state what was wrong and provide the correct text. You submit it once, and the state updates the public record.

Texas uses the term “filed instrument” to cover many records you file with the Secretary of State. That includes a certificate of formation, an application for registration for a foreign entity, a certificate of amendment, and many other entity filings. If one of those filings contains an inaccurate statement, was signed incorrectly, or the filing office made an error, you use Form 403 to fix it.

Who typically uses this form?

Owners, managers, directors, officers, general partners, or their authorized agents. Law firms and corporate service providers also use it. Any domestic or foreign filing entity can file it. That includes corporations, professional corporations, LLCs, and professional LLCs, limited partnerships, limited liability partnerships, and nonprofit corporations.

Why would you need this form?

Because you found a mistake after the original filing was accepted, for example, your certificate of formation listed your company as member-managed when it should be manager-managed. Or you misstated the number of authorized shares. Or the registered agent address was typed incorrectly. Form 403 is the vehicle to correct the record without filing a full amendment that changes facts as of today.

Typical usage scenarios

• You mistyped the entity name in the certificate of formation.
• You listed the wrong governing persons or omitted a required name.
• You marked the wrong management structure for an LLC.
• You stated an incorrect number of authorized shares or par value.
• You provided the wrong registered agent or office address.
• You used the wrong jurisdiction in a foreign registration.
• You or the organizer signed incorrectly or with the wrong title.
• The Secretary of State made a filing office error.

This form is not the tool to change facts that were correct when filed but are no longer accurate. If you want to change your registered agent today, file the current change form. If you want to add shares as of now, file an amendment. Use Form 403 only to correct an error that existed when the original document was filed.

When Would You Use a Form 403 – Articles or Certificate of Correction?

You use Form 403 when you need to fix the record, not change your company’s current structure or data. The timing turns on when you discover the problem and what type of error it is.

Say you formed a Texas LLC last month. The certificate of formation included a box for management. You checked “member-managed” by mistake, but the company agreement states a manager runs the LLC. Form 403 lets you correct the checkbox and add the manager’s name if that was required at formation. You are not changing the company’s management today. You are correcting what the formation document should have said on day one.

Consider a foreign corporation that registered to do business in Texas. The application listed Delaware as the home jurisdiction, but the company is actually incorporated in Nevada. You would use Form 403 to fix the jurisdiction, because that was wrong when filed.

Think about a professional entity that forgot to include the required professional purpose language. If that language was legally required at the time of filing, you use Form 403 to correct the omission. You are not shifting your purpose today; you are restoring the statement that should have been there.

Execution defects also trigger this form. For example, the organizer signed without listing a title. Or the wrong person signed a certificate of amendment. Form 403 lets you correct the signature defect by identifying who should have signed and in what capacity.

There are also filing office errors. If the state’s record shows garbled text because of a scanning issue or the office inserted the wrong date, you file Form 403 to identify the filing office error and provide the correct text or date. You do not need to prove fault; you identify what the record should state.

Typical users include:

• Startup founders who handled their own formation and later found an error.
• Law firms fixing a client’s prior self-filed instrument.
• In-house legal or operations teams maintain registration accuracy.
• Registered agent companies are correcting client data.
• Accountants who spot tax-relevant errors, such as the wrong entity type in the formation document.
• Owners of nonprofits who must fix governing person listings or purpose language.

Use Form 403 promptly after you identify the problem. There is no strict deadline, but a delay increases the risk that third parties will rely on the uncorrected record. The correction will still work. However, it may not apply retroactively as to those third parties who would be harmed by the retroactive effect.

Legal Characteristics of the Form 403 – Articles or Certificate of Correction

Form 403 is legally recognized and binding once filed by the Texas Secretary of State. It becomes part of your entity’s public record and corrects the identified filed instrument. The statute governing corrections provides the structure, content, and effect of the correction.

Enforceability stems from two conditions. First, the form must address a valid error category: an inaccurate statement, a defect in execution, or a filing office error. Second, the form must set out the corrected text or the correction details with specificity. By filing a complete and accurate certificate of correction, you meet the conditions for the state to update the record.

The effect of a correction is strong but measured. As a general rule, a correction relates back to the effective date of the original filing. That means the corrected text is treated as if it was in place from the start. However, there is an important limit. The correction cannot retroactively harm a person who relied in good faith on the prior record. For that person, the correction is effective only on the date the correction is filed. This balance protects your company and outside parties.

The correction does not wipe away the original filing. The original remains in the record, and the certificate of correction sits alongside it. The public can see both. This clarity matters for due diligence and notice.

There are also boundaries on scope. You cannot use a certificate of correction to make substantive changes that were correct when filed. If the original statement was accurate at the time, but later became outdated, you must file an amendment or other current-change form. You also cannot use Form 403 to restate an entire certificate of formation or to convert the entity type. For those actions, use the appropriate amendment, restatement, or conversion filing.

You do not need a court order to file Form 403. The Secretary of State reviews for statutory compliance. If the data matches the recorded instrument, and the correction is proper in scope, the filing is accepted. If the form tries to do more than a correction allows, the office will return it with comments. You can revise and resubmit.

A certificate of correction does not require notarization. It does require a proper signature by a person authorized to sign for the entity. That usually means a director or officer for a corporation, a manager or managing member for an LLC, or a general partner for a limited partnership. An authorized agent can sign if the entity authorizes that person.

Fees are modest. Expect a standard filing fee of $15 for most entities. Nonprofit entities may have a lower fee. You can pay by check or card. The fee is due at submission.

Finally, remember the compliance backdrop. If your entity’s status is forfeited or terminated, the office may still accept a correction. But some follow-on actions may remain blocked until you resolve status issues. Fix material status problems before or alongside your correction to avoid delays.

How to Fill Out a Form 403 – Articles or Certificate of Correction

Follow these steps to prepare and file a clean, accurate Form 403.

1) Confirm that a correction is the right tool

• Ask one question: Was the original statement wrong on the day it was filed?
• If yes, use Form 403. If no, use an amendment or a current-change filing.
• Examples that fit: wrong share count at formation, wrong management box, wrong jurisdiction, signature defect, filing office typo.
• Examples that do not fit: new registered agent, new governing person, added shares as of today, new business purpose.

2) Pull the exact filing you are correcting

• Identify the title of the filed instrument (for example, “Certificate of Formation”).
• Note the filing date and the SOS file number for your entity.
• Read the text to locate the exact error. Copy the relevant section verbatim.

3) Choose the correction type

• Inaccurate statement: A factual error in the text.
• Defect in execution: A signature or execution problem.
• Filing office error: An error that occurred in the Secretary of State’s processing.
• You can select more than one if both apply.

4) Complete the entity identification block

• Enter the exact entity name as on file.
• Enter the Texas file number. This ensures proper indexing.
• Enter the entity type (LLC, corporation, nonprofit corporation, LP, LLP, etc.).
• If foreign, list the home jurisdiction.

5) Identify the field instrument you are correcting

• State the name of the filing (for example, “Certificate of Formation” or “Certificate of Amendment”).
• Provide the original filing date. If you know the exact time, include it.
• You can include the document tracking number if you have it, but it is optional.

6) Describe what was wrong

• Quote the incorrect text exactly as it appears in the filed instrument.
• If the error is an omission, state what was omitted.
• If the error is a signature defect, identify who signed, their title as shown, and what was wrong.

Example language:

• Incorrect statement: “The limited liability company is member-managed.” The correct statement: “The limited liability company is manager-managed. The name and address of the initial manager is Jane Q. Doe, [address].”
• Incorrect jurisdiction: “State of incorporation: Delaware.” The correct statement: “State of incorporation: Nevada.”
• Execution defect: “The certificate of amendment was signed by Alex Kim, Member.” The correct execution: “The certificate of amendment should have been signed by Chris Lane, Manager.”

7) Provide the corrected text in full

• Write out the exact corrected provision in full, not a summary.
• If you are correcting a long section, set out the entire corrected section, not just a fragment.
• If space is limited, state “See attached Exhibit A” and include a clearly labeled attachment with the full corrected text.

Tips:

• Keep the correction limited to what was wrong. Do not add new provisions that were not in the original.
• Do not update information to today’s facts. Only correct what was wrong at filing.

8) State the effect of the correction

• The form typically includes a standard statement about the correction’s effect.
• If you must include a statement, use clear language: “This certificate of correction corrects the filed instrument described above. Except as provided by law for persons who relied on the uncorrected filing, the correction is effective as of the effective date of the filed instrument.”

9) Address filing office errors, if any

• If the error is due to the Secretary of State’s processing, say so.
• Example: “The filing office transposed the street number in the registered office address. The correct address is 1234 Main Street, Suite 200, [city], Texas [ZIP].”
• You can attach a copy of the stamped filing to highlight the error, but it is not required.

10) Complete the execution block

• Sign the form. Use your name and title.
• Who can sign:
• Corporation: an officer or director.
• LLC: a manager (manager-managed) or a managing member (member-managed).
• LP: a general partner.
• LLP: a partner with proper authority.
• Nonprofit: an officer or director.
• An attorney-in-fact can sign if the entity authorizes the agent. Include “as authorized agent.”
• No notarization is required.

11) Provide a filing contact

• List the name, phone number, and email for the person who can answer questions.
• This contact does not need to be a signer.

12) Prepare payment

• Include the filing fee. The standard fee is $15 for most entities. Nonprofit entities may pay a lower fee.
• Pay by check or card. Make the check payable as directed on the form’s instructions.
• If you submit multiple filings, include separate checks unless instructed otherwise.

13) File the document

• You can submit by mail, in person, or through the state’s online filing system.
• If you mail, use a trackable method. Include a self-addressed return envelope if you want a prompt return.
• If you file online, have a PDF copy of the signed form ready.
• Keep a copy of everything you submit for your records.

14) Monitor processing and acceptance

• Processing times vary. Online filing can be faster.
• Watch for an acknowledgment. You should receive a file-stamped copy or a confirmation notice.
• If the office issues a rejection or “returned for correction,” read the comments carefully and fix the specific issues. Common issues include:
• You tried to make a current change rather than a correction.
• The corrected text is incomplete or not set out in full.
• The signatory’s title does not show proper authority.
• The entity name or file number does not match state records.

15) Update your internal records

• Update your company minute book or record book with the filed correction.
• Align operating agreements, bylaws, tax accounts, and licensing records with the corrected information.
• Notify lenders or key counterparties if the error could affect contracts or compliance.

Practical examples

• LLC management status
• Situation: Your certificate of formation says “member-managed,” but your company agreement appoints a manager. Correct approach: File Form 403. Quote the incorrect sentence and replace it with “manager-managed,” listing the initial manager if the original form required it.

• Share structure for a corporation
• Situation: You intended to authorize 10,000 shares, par value $0.01, but the filing shows 1,000 shares, no par value. Correct approach: Use Form 403 to replace the entire share authorization paragraph with the correct numbers. Do not use an amendment because you are not changing share authorization today; you are fixing what it should have stated at formation.

• Registered agent address typo
• Situation: The registered office street number is wrong by one digit in the formation document. Correct approach: Use Form 403 to correct the address in the original filing. If you are changing the registered agent or office today, use the registered agent/office change filing instead.

• Foreign registration jurisdiction
• Situation: Your foreign LLC’s registration lists the wrong home state. Correct approach: File Form 403, identify the incorrect jurisdiction, and state the correct one in full.

• Signature defect
• Situation: A certificate of amendment was signed by a member, but the LLC is manager-managed. Correct approach: File Form 403 stating the execution defect. Identify the correct signer and include their signature and title.

Key cautions

• Do not overreach. If you try to add new terms or make present-day changes, the state will return the filing.
• Be precise. Quote the incorrect text exactly and provide the complete corrected text.
• Consider downstream effects. If lenders, regulators, or counterparties relied on the old record, notify them once the correction is filed.
• Keep the correction narrow. Avoid revising unaffected sections unless necessary to display the corrected text in full.

Recordkeeping and transparency

• Keep the stamped certificate of correction with your original filing.
• Maintain a log of what you corrected and why.
• If your company uses a data room for investors or lenders, post the correction there.
• If you maintain compliance calendars, record the filing date and the underlying filing it fixes.

By following this process, you correct the public record cleanly and maintain legal continuity. Form 403 gives you a precise tool to fix real errors. Use it when the original filing was wrong, and use the proper amendment or change filings for updates going forward.

Legal Terms You Might Encounter

• Articles or Certificate of Correction. This is the formal name for the filing you use to fix errors in a previously filed instrument. Form 403 – Articles or Certificate of Correction captures what was wrong and what the correct information should be.
• Filing instrument. A filing instrument is any document you filed to create, register, or change your entity. For this form, you identify the specific filing instrument that contained the error, such as a certificate of formation or an amendment.
• Record. A record is a written or electronic document kept by the state filing office. When you use Form 403 – Articles or Certificate of Correction, you ask the office to update its official record to reflect the correction.
• Effective date. The effective date is when a filing takes legal effect. In a correction, you can choose to have the correction relate back to the effective date of the original filing, subject to limits that protect third parties who relied on the original record.
• Retroactive effect. Retroactive effect means the correction is treated as effective from an earlier date. With this form, a proper correction relates back to the original filing date, but it does not undo rights others gained by relying on the error.
• Clerical error. A clerical error is a mistake, like a typo, transposed numbers, or an omitted word, that changes the meaning. You use this form to fix clerical errors in the original filing without changing the substance beyond what the original filer intended.
• Material change. A material change alters business terms or governance in a meaningful way, such as ownership percentages or purpose. If you need a material change, you typically do not use Form 403; you use an amendment or restatement.
• Execution. Execution means signing the form with authority. The person who signs Form 403 must have the capacity to bind the entity for corrections, like an officer, manager, director, or general partner.
• Entity name and file number. Your legal name and state file number identify your record at the filing office. You list both on Form 403 – Articles or Certificate of Correction so the office can match the correction to the exact filing.
• Attachment. An attachment is extra text or pages you add when the form does not provide enough space. If the error description or corrected language is lengthy, you attach a page and label it clearly as part of the correction.

FAQs

Do you use Form 403 for any mistake, big or small?

Use it to fix mistakes in a filed instrument when you intended different information at the time of filing. This includes typos, wrong dates, or a mis-stated address that existed when you filed. If you want to make new changes after the fact, you usually need an amendment, not a correction.

Do you need to include the original text and the corrected text?

Yes. State exactly what part of the original filing was wrong and what the correct text should be. Quote the original text if possible, then state the precise replacement. If the form’s space is tight, attach a page with clear labels.

Do you need approval from owners or a board to file a correction?

Check your governing documents and internal rules. Many corrections deal with clerical issues and can be signed by an authorized officer or manager. If the correction touches on substantive terms, confirm you have internal approval before you sign.

Do you change the effective date when you file a correction?

A proper correction relates back to the original effective date. That means the record will show the correct information as if it were there from day one. However, it does not override rights that third parties obtained by relying on the error.

Do you pay a filing fee for Form 403?

A filing fee applies. Confirm the current fee before you submit. Include the correct payment method with your filing to avoid rejection or delay.

Do you need to notarize Form 403?

The form does not include a notary section. You sign it as an authorized person under penalty of perjury. Make sure your title and printed name are clear and consistent with entity records.

Do you use Form 403 to fix a registered agent or office that later changed?

Use this form only if the original filing was wrong when submitted. If the agent or office has changed since then, use the appropriate change or amendment filing for that purpose. Corrections are not a substitute for ongoing updates.

Do you need to notify banks, clients, or agencies after you correct a filing?

Yes. If the error appears in contracts, licenses, or accounts, send an update. Provide the file-stamped correction or a certified copy if needed. This keeps records aligned and prevents future mismatches.

Checklist: Before, During, and After the Form 403 – Articles or Certificate of Correction

Before signing

• Get a copy of the original filed instrument that contains the error.
• Confirm the entity’s exact legal name as on file.
• Locate the state file number for the entity.
• Note the title and date of the original filing you are correcting.
• Identify the specific section, paragraph, or item that is wrong.
• Write the corrected text exactly as it should appear in the public record.
• Decide whether you need the correction to relate back to the original effective date.
• Confirm who has the authority to sign the correction for your entity type.
• Prepare any board or manager approvals required by your internal rules.
• Choose a contact person with phone and email for filing questions.
• Arrange payment in an accepted form for the filing fee.
• Prepare any attachments with clear headings and cross-references.

During signing

• Verify the top of the form lists Form 403 – Articles or Certificate of Correction.
• Enter the entity’s legal name exactly as previously filed.
• Provide the state file number to avoid misrouting.
• Identify the original filing by type and date (for example, certificate of formation, filed on [date]).
• Describe the error precisely. Quote the incorrect text if possible.
• State the corrected text, word-for-word, as it should appear.
• Indicate whether the correction relates back or takes effect on filing.
• Check that any attachments are labeled and referenced in the form.
• Sign with your name and title. Date the signature.
• Add daytime contact information for the filing office to reach you.
• Review for typos, missing pages, and payment details before submission.

After signing

• Submit the form and required fee to the state filing office by your chosen method.
• If you need a certified copy, request it at the time of filing.
• Calendar a follow-up to confirm acceptance and the file-stamped date.
• Save the file-stamped copy in your minute book and digital records.
• If the error impacted contracts, banking, insurance, or licenses, send updates.
• Notify your registered agent or formation service if they maintain your records.
• Update internal checklists so the corrected language flows into future filings.
• If the filing is rejected, fix the errors noted and resubmit promptly.
• Keep proof of submission and delivery for your compliance files.

Common Mistakes to Avoid

• Using a correction to make new changes. Don’t use Form 403 to rewrite ownership, add new provisions, or change governance terms that were not intended in the original filing. Consequence: rejection or a record that does not reflect valid changes. Use an amendment when you need a substantive update.
• Vague or incomplete error descriptions. Don’t say “name corrected” without quoting the wrong and right versions. Consequence: confusion, processing delays, or rejection. Spell out the exact language being replaced.
• Wrong entity or file number. Don’t rely on memory. Consequence: the correction may be indexed to the wrong record, creating more cleanup. Cross-check the number and name against the latest file-stamped document.
• Skipping authority and internal approvals. Don’t assume you can sign without checking your role and internal rules. Consequence: potential challenges to validity and extra filings to fix authorization defects. Confirm who should sign for your entity type.
• Assuming retroactive effect fixes third-party reliance. Don’t assume you can unwind deals or obligations that arose from the error. Consequence: disputes and mismatched records. If others relied on the original record, handle those issues directly and document resolutions.
• Attaching unmarked pages. Don’t submit attachments without clear titles and cross-references. Consequence: the office may misread or omit your attachment. Label each page and call it out in the form text.

What to Do After Filling Out the Form

1. File the correction with the state filing office. Choose your delivery method and include the filing fee. Make sure the package contains the form, attachments, and payment.
2. Track receipt and acceptance. Monitor status until you receive a file-stamped copy. If you receive a deficiency notice, correct the issue and resubmit quickly.
3. Request and store official evidence. If you need to prove the correction to third parties, request a certified copy. Save both the file-stamped copy and any certification in your corporate records and digital archive.
4. Update your internal documents. Replace the old version of the filing in your minute book. Note the correction in your entity record index. Update any compliance calendars that reference the original filing.
5. Notify impacted parties. Send the corrected information to banks, insurers, lenders, regulators, and key counterparties. Share the file-stamped copy or a certified copy if they require formal proof. Update contracts that reference the incorrect information.
6. Align other filings. If the error appears in later filings or applications, amend those records as needed. Use the proper form for each type of record; do not rely on a correction to propagate changes across unrelated filings.
7. Review downstream implications. If the error influenced tax registrations, licenses, permits, or UCC filings, evaluate what needs updating. Prepare a short notice letter template so your team can send consistent updates.
8. Close the loop with your registered agent and responsible staff. Provide the accepted correction for their files. Confirm that future filings will use the corrected information.
9. Plan preventive steps. Adopt a pre-filing checklist, dual-review process, and naming conventions for attachments. Keep a clean copy of any instrument before filing so you can compare if issues arise.
10. Consider further filings if needed. If the correction reveals a broader issue that requires updated governance or business terms, prepare an amendment or restated filing. Use the correct instrument to make those substantive changes.