Form 406 – Amendment to Registration

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

What is a Form 406 – Amendment to Registration?

Form 406 is the Texas Secretary of State’s filing to amend a foreign entity’s existing registration to transact business in Texas. “Foreign” here means your company was formed in another state or country and already holds a Texas registration. The form updates the public record so it matches your current, accurate company information.

You use Form 406 after you are registered and something material changes. Common examples include a legal name change in your home jurisdiction, a merger that changes your structure, or adopting an alternate name because your new name is not available in Texas. You can also use it to correct mistakes in your original application or to refresh information that Texas tracks for your entity type, such as principal office address or governing persons.

Who typically uses this form?

• Out-of-state corporations, LLCs, limited partnerships, and other foreign filing entities that are already registered in Texas.
• Nonprofit foreign corporations registered in Texas.
• Foreign professional entities when their registration details change.

Why would you need this form?

Texas law requires foreign entities to keep their registration accurate and current. If your public record is out of date, you risk processing delays, service of process problems, name conflicts, and loss of good standing. Filing Form 406 brings your Texas record into alignment with your actual structure and status.

Typical usage scenarios

• Your parent entity changed the company’s legal name in Delaware, and you now need to amend the Texas registration to match.
• Your foreign LLC converted to a corporation in its home jurisdiction. You need to update Texas records to reflect the new type.
• You went through a merger, and the surviving entity’s name or formation details changed.
• Your home state required you to adopt a new designator (for example, “Inc.” or “LLC”). You need Texas records to reflect it.
• You want to add an alternate name for Texas because your real name is not available here.
• You changed your governing persons and must update that listing as required for your entity type.
• You found a typo in your original filing and want the record corrected.

This is not a formation filing, not a registration application, and not a withdrawal. If you need to cancel authority to transact business in Texas, use the withdrawal form specific to that purpose. If you only need to change your registered agent or registered office, a targeted change-of-agent filing is often faster and simpler.

When Would You Use a Form 406 – Amendment to Registration?

You use Form 406 when any material part of your foreign registration has changed, and Texas records need to reflect that change.

Consider these practical situations:

• You rebranded and changed the company’s legal name in your home state. Texas must recognize the new legal name. If the new name is taken in Texas, you will adopt and register an alternate name for this state and amend the registration to show it.

• Your entity converted from an LLC to a corporation in its formation state. The registration in Texas is still tied to your old entity type. An amendment is necessary so Texas shows the correct type, designator, and related details.

• You merged with an affiliate, and the surviving entity has a different name or a modified governance structure. Your Texas record must mirror the surviving entity’s correct information.

• Your principal office address changed. Many foreign filings on record include a principal office address. Updating it helps ensure you receive state notices and supports accurate public records.

• Your governing persons changed. Texas tracks “governing persons” for certain entity types, like managers of an LLC or general partners of an LP. If your governing persons change, update the list so the record stays accurate.

• You need to correct errors in the original application for registration. A misspelled name, an incorrect jurisdiction, or a wrong date can pose problems. An amendment cleanly fixes the record.

• Your duration or period of existence changed in your home jurisdiction. If the entity converted from perpetual duration to a fixed term, or vice versa, reflect that in Texas.

• Your business name fails Texas naming rules. You may need to add or update your alternate name to comply with Texas availability and naming standards.

This is not the right filing to end your authority to do business in Texas. It also does not replace tax or licensing updates you may need to make with other agencies. Think of Form 406 as the targeted instrument to keep your Texas Secretary of State registration correct after a change in your home state or within your entity’s governing structure.

Legal Characteristics of the Form 406 – Amendment to Registration

Form 406 is a legal filing that updates your foreign entity’s public record under the Texas Business Organizations Code. When accepted by the Secretary of State, it becomes part of your official Texas record. Third parties may rely on it to identify your correct name, entity type, governing persons, and other registered details. Courts and counterparties treat the amended record as authoritative.

Why is it legally binding?

Texas requires foreign entities to maintain accurate registration information. The form is signed by an authorized person, submitted with the required fee, and reviewed for compliance with Texas law. Once filed, it carries the same force as the original registration with respect to the amended items. A misstatement can expose you to penalties, and an omission can create practical or legal issues, including service of process complications and name conflicts.

What ensures enforceability?

• Authority: The signer must be an authorized officer, manager, general partner, or other authorized person. The signature attests to the accuracy of the statements.
• Compliance: The amendment must comply with Texas naming standards and entity-type rules. If your legal name is not available in Texas, you must adopt an alternate name to do business here.
• Evidence: If the amendment reflects a change in the home jurisdiction (for example, a legal name change, merger, or conversion), you should attach evidence from your formation jurisdiction that the change took effect. This can be a certificate or a certified copy of the filing from your home jurisdiction. Texas relies on this evidence to ensure the change is real and effective where you were formed.
• Acceptance: The filing takes effect when accepted by the Secretary of State, unless you choose a delayed effective date. Texas allows delayed effectiveness, typically up to a short, defined period. Immediate effectiveness is standard.

General legal considerations

• Keep internal approvals in order. If your governing documents or local law require board, manager, member, or partner approval, obtain and preserve it in your company records. You generally do not file those consents, but they must exist.
• Be accurate and complete. A false statement can be an offense and may expose the signer and the entity to liability.
• The amendment does not change your tax status or licensing on its own. Update other agencies as needed.
• If you adopt an alternate name in Texas, ensure consistent use on contracts, invoices, and notices. Also file any required assumed name certificates so your use is valid in Texas.
• If you change your registered agent or office, consider the dedicated agent/office change filing for speed and clarity. Using the proper instrument for that change can reduce processing time.

How to Fill Out a Form 406 – Amendment to Registration

Before you start, gather:

• Your Texas Secretary of State file number.
• Your current legal name as shown on Texas records.
• Evidence from your home jurisdiction if you changed your name, converted, or merged.
• The exact text of what is changing and the effective date of that change.
• Updated addresses, governing-person details, and any alternate name you intend to adopt.

Then complete these steps:

1) Identify the entity on file.

• Enter your Texas file number. This ensures the amendment links to the correct registration.
• Enter your entity’s legal name as currently shown in Texas records. Use the exact punctuation and designator.

2) Specify your formation jurisdiction and entity type.

• Confirm the jurisdiction where you were formed (for example, Delaware, Nevada, or another state).
• Confirm the entity type (corporation, LLC, LP, nonprofit corporation, and so on).
• If you converted to a new type, state the new type and the effective date of the conversion in your home jurisdiction.

3) State precisely what you are amending.

• The form provides space to set out the amendments to your application for registration. Use clear, exact language. Replace only the text that changed. For example: “The legal name of the entity is amended to: ABC Holdings, Inc.”
• If you changed your legal name, include the effective date in your home jurisdiction.
• If the new name is not available in Texas, state the alternate name you will use in Texas. Make sure it includes a proper designator where required (for example, “Inc.” for corporations, “LLC” for limited liability companies).

4) Address name availability and alternate name.

• Check name availability before you file to avoid rejection. If your legal name is not available, adopt an alternate name for use in Texas.
• Include the alternate name in the amendment. The alternate name should comply with Texas naming rules for your entity type.
• If an assumed name filing is required for your alternate name, prepare and submit it as needed, coordinated with the amendment.

5) Update principal office address.

• If your principal office address changed, amend it here. Provide a complete physical address. A P.O. box alone is not sufficient for many address fields.

6) Update governing persons if your entity type requires it.

• For an LLC, list managers or managing members as applicable. For a limited partnership, list at least one general partner. For a corporation, provide directors if the registration on file includes them.
• Include full legal names and complete business or residential addresses, as required for your entity type.
• If a person leaves a governing role, remove their name. If new persons were added, list them.

7) Decide whether to update your registered agent or registered office here.

• If you are only changing your registered agent or registered office, a separate change filing is usually faster. If you prefer to update it within your amendment, clearly state the new agent’s name and the new registered office street address in Texas.
• Confirm the registered agent has consented to serve. Keep the agent’s consent in your records.

8) Include any professional or regulated-purpose statements, if applicable.

• If you are a professional entity, confirm that your amended name and statements still match licensing requirements. If your purpose statement or ownership requirements changed, update them here in a concise sentence.

9) Attach required evidence from your home jurisdiction, if applicable.

• For a legal name change, merger, or conversion that took effect in your formation jurisdiction, attach a certificate or certified document from that jurisdiction showing the change and its effective date.
• Make sure the document is recent and legible. If it is not in English, provide a translation.

10) Choose the effective date.

• You may select immediate effectiveness upon filing or a delayed effective date. If you choose a delayed date, it must fall within the allowable window set by Texas law. Most filers choose immediate effectiveness to reduce confusion.

11) Signature and authorization.

• The form must be signed by an authorized person. Examples include a corporate officer, an LLC manager or managing member, or a general partner.
• Type or print the signer’s name and title. Add the date of signature.
• By signing, you certify the accuracy of the filing. Confirm that internal approvals have been obtained.

12) Filing and fee.

• Prepare the filing fee. Fees can vary by entity type and nature of the amendment. Have a payment method ready.
• File the document with the Texas Secretary of State. You can submit by mail, in person, or by other accepted delivery methods. Keep proof of submission.

13) Request evidence of filing.

• Ask for a file-stamped copy for your records. If you need expedited review, request it at submission and pay any extra fee.

14) After filing, align your records.

• Update internal records and governing documents to reflect the change.
• Update contracts, invoices, websites, and licenses with the new name or alternate name.
• Notify your registered agent of the change and confirm service details.
• If you adopted an alternate name, ensure it appears consistently on outward-facing materials in Texas.

Common mistakes to avoid

• Submitting a name change with no proof from your home jurisdiction. Provide a certificate or certified document confirming the change.
• Forgetting to check the Texas name availability before amending. If the new legal name is not available here, the filing will be delayed unless you adopt an alternate name.
• Using an incorrect designator. Make sure your entity designator matches your type and your home-jurisdiction record.
• Leaving governing-person information stale. If Texas tracks governing persons for your entity type, update the list.
• Mixing a registered agent change into a complex amendment. If timing is critical, consider filing the agent change separately to reduce dependencies.
• Selecting a delayed effective date without a business reason. That can create confusion for contracts and notices.

Practical examples

• You changed from “Acme Widgets, LLC” to “Acme Manufacturing, LLC” in your home state on June 1. On Form 406, you state that the entity name is amended to “Acme Manufacturing, LLC” effective June 1 in the home jurisdiction. You attach a certificate from the home jurisdiction showing the change. You confirm that “Acme Manufacturing, LLC” is available in Texas. You keep all other details the same.

• Your Delaware LLC converted to a Delaware corporation on March 15. In the amendment, you change the entity type to corporation and update the designator to “Inc.” You attach conversion evidence from Delaware. You also update the governing persons to list directors instead of managers. You choose immediate effectiveness on filing in Texas.

• Your new legal name is not available in Texas. You adopt “Acme Manufacturing TX, LLC” as your alternate name. You show the legal name change and state the alternate name you will use in Texas. You prepare any required assumed name filings to align the public record.

• Your principal office moved. You amend that address only. No other changes are needed. You file Form 406 with the updated address and pay the fee.

Timeline and follow-through

• Processing time varies with volume and whether you request expedited review. Build in a buffer before deal closings, bank updates, or license renewals.
• After acceptance, confirm that the Texas online record reflects your changes. Keep the file-stamped copy with your minute book or digital records.
• Update your contracts and notices. If you added an alternate name, include it in signature blocks and disclosures used in Texas.

If you keep your Texas foreign registration accurate with Form 406, you reduce confusion, avoid name conflicts, and protect your ability to transact business. File promptly after any qualifying change in your home jurisdiction or within your governance so the Texas record stays correct.

Legal Terms You Might Encounter

• Foreign filing entity: This is your company formed outside Texas. You registered it to do business in Texas. Form 406 updates the Texas registration.
• Registration: This is your approved authority to do business in Texas. It sits with the Secretary of State. You amend it when key facts change.
• Amendment: An amendment updates what you originally filed. Use Form 406 when those facts change. Do not use it for routine corrections.
• Jurisdiction of formation: This is where your entity was formed. It could be another state or country. Form 406 asks for this information.
• Assumed name: This is an alternate name you use in Texas. You adopt it if your true name is not available. You can add or change it on Form 406.
• Registered agent: This person or company receives legal papers for you. The registered office is their Texas address. Do not use Form 406 to change either one.
• Texas file number: This is the number assigned to your registration. You will see it on your approval notice. You must enter it on Form 406.
• Governing person: This is a director, manager, member, or general partner. Texas gathers these names for some entities. You may amend them with Form 406.
• Effective date: This is when the amendment takes effect. You can choose an immediate date or a future date. Texas allows a delayed date within a set period.
• Evidence of name change: This is proof from your home jurisdiction. It is often a certified record. You attach it when you amend your legal name.
• Principal office: This is your main business office. It is not your Texas registered office. Form 406 lets you update this address.

FAQs

Do you need to file Form 406 after a legal name change?

Yes, you do. Your Texas registration must reflect your legal name. You will likely need proof of the change from your home jurisdiction. Attach a certified document that shows the new name. You can also adopt an assumed name if needed in Texas. That helps if the legal name is unavailable here.

Do you use Form 406 to change your registered agent or office?

No. Texas uses a separate form for agent or office changes. Form 406 will not process that change. If your agent or office changed, file the dedicated agent change form first. Then file Form 406 for any other updates.

Do you need to amend if only your governing persons changed?

Often, yes. If your original registration lists governing persons, you should keep that list current. Form 406 lets you add, remove, or update those names. Confirm if your entity type must list them in Texas. Many foreign corporations and LLCs do.

Do you attach anything to a name change amendment?

Usually, yes. Attach certified evidence of the name change from your home state. Make sure the document is recent and readable. The names must match exactly. If you are adopting an assumed name, list it exactly as used in Texas.

Can you change your entity type using Form 406?

No. Form 406 does not change your entity type. A conversion or a new registration may be required. Consult your formation state requirements first. You may also need to withdraw and re-register in Texas. Handle the sequence carefully to avoid gaps.

Do you need to pick an effective date?

You can choose an immediate or delayed effective date. A delay can help you align contracts and licenses. Texas allows a limited delay period. Do not select a date beyond that limit. If unsure, use the immediate option.

How long does processing take, and can you expedite?

Processing times vary by volume. Texas offers expedited review for an extra fee. Include the request with your filing. Make sure your form is complete to avoid delays. Missing attachments can reset the clock.

Do you need to notify tax and licensing agencies after filing?

Yes. Update any tax accounts and permits that list your name or details. Notify the Comptroller, if applicable, and local agencies. Update banks, insurers, lenders, and key contracts. Use the stamped filing as your proof.

Checklist: Before, During, and After the Form 406 – Amendment to Registration

Before signing

• Confirm your Texas file number.
• Confirm your current legal name in your home jurisdiction.
• Check if the new name is available in Texas.
• Decide on an assumed name if the legal name is unavailable.
• Gather certified evidence of any legal name change.
• Confirm your home jurisdiction details.
• Confirm your principal office address.
• List updated governing persons, if required.
• Decide on the effective date for the amendment.
• Identify the authorized signer and their title.
• Choose a payment method and processing speed.
• Set a contact person for filing questions and returns.

During signing and review

• Enter the Texas file number exactly as issued.
• State your current legal name exactly. Match the certified record.
• State your home jurisdiction exactly.
• Describe the amendment clearly and completely.
• If using an assumed name, write it exactly as adopted.
• If updating governing persons, include full names and addresses.
• Select the effective date. Use an immediate or a valid delayed date.
• Attach certified evidence for a name change, if applicable.
• Confirm the registered agent section is unchanged. Use the dedicated form if needed.
• Verify the signer’s authority and title.
• Sign in ink or sign electronically if filing online.
• Check fees and any expedite request box or cover sheet details.
• Add a return email and mailing address for the filing response.
• Make a clean copy of the signed form and all attachments.

After signing and filing

• Submit the filing with the correct fee.
• Track confirmation of receipt and payment.
• Watch for acceptance or rejection notices.
• Respond quickly if Texas requests corrections.
• Save the stamped copy and any certificate of filing.
• Add the filing to your company records book.
• Update internal systems and templates with the new details.
• Notify the Comptroller and other tax agencies, as needed.
• Notify banks, lenders, insurers, and key counterparties.
• Update licenses, permits, and registrations.
• Update contracts, invoices, and purchase orders.
• Update your website footer and marketing materials.
• Calendar the next compliance dates and reminders.

Common Mistakes to Avoid

• Using Form 406 for a registered agent change: Texas will not process that change. Use the dedicated agent change form. Don’t forget to keep the agent data current. Missed updates can lead to service failures.
• Mismatched names across documents: A small mismatch can cause rejection. Ensure every letter, space, and punctuation mark matches. Use the exact legal name on all pages and attachments.
• Forgetting the required evidence for a name change: Texas often needs certified proof. Missing proof can delay or reject your filing. Order the certified document before you file.
• Wrong or unauthorized signer: Texas may reject signatures without authority. Use a manager, member, officer, or general partner. Match the title to your entity type and governance.
• Choosing the wrong effective date: Some deals need a future date. Immediate effect can disrupt contracts and licenses. Set a delayed date if coordination is critical.

What to Do After Filling Out the Form

1. File the form with the Secretary of State. Include the fee and any expedite request. Submit online, by mail, or in person. Choose one method to avoid duplicate filings. Keep proof of submission.
2. Watch for the filing response. You will receive either a stamped copy or a notice. If rejected, fix the stated issues quickly. Resubmit the corrected form with any required attachments.
3. Request a certified copy if you need one. Some banks and agencies ask for it. Include that request at filing or after acceptance. Keep both a digital and a paper copy.
4. Notify your internal teams. Tell legal, finance, sales, and HR about the changes. Update contract templates and signature blocks. Update invoices and purchase order forms.
5. Update your registered name wherever it appears. Check your website, email signatures, and letterhead. Update vendor portals and customer records. Avoid confusion by using one date for updates.
6. Coordinate with tax and licensing agencies. Update your accounts with the new details. Confirm that notices and returns reflect the change. Keep evidence of each update.
7. Review key contracts for name clauses. Some agreements require notice of a name change. Send notices as required by those contracts. Include the effective date and a copy of the filing.
8. Align your insurance policies. Tell your carriers about the update. Request updated certificates of insurance. Share them with parties who require proof.
9. Check local filings and permits. Many cities and counties track business names. Update local accounts and renewals. Ask if any new postings are needed.
10. Monitor your compliance calendar. Add reminders for future updates. Track agent and office changes separately. Keep records current to avoid lapses.
11. Confirm that the change appears in Texas records. Search your listing after acceptance. Make sure the new details display correctly. Contact the state if anything looks wrong.
12. If your amendment adopts an assumed name, plan the rollout. Decide where to use the assumed name. Update signage and customer communications. Ensure consistent branding across channels.
13. If you changed governing persons, update internal authorizations. Revise banking resolutions and signature cards. Update cap tables and consents as needed. Share updates with relevant teams.
14. If contracts or licenses will be affected, stage the effective date. Use the delayed date field to align updates. Communicate the plan to stakeholders. Avoid conflicts with time-sensitive filings.
15. Lastly, store everything in one place. Keep the signed form, state response, and attachments. Save calendar entries and notices. Maintain a complete compliance file.