Form 414 – Restated Certificate of Formation with New Amendments

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

What is a Form 414 – Restated Certificate of Formation with New Amendments?

Form 414 is the Texas Secretary of State’s filing form for a restated certificate of formation that also adds new amendments. You use it to replace the entire existing certificate of formation with a single, integrated document. At the same time, you make specific changes to your governing terms.

This filing consolidates all prior amendments into one clean certificate. It eliminates the need to track scattered amendments. It also lets you change key terms in the same filing. The Texas Business Organizations Code allows this approach for most domestic filing entities.

Who typically uses this form?

Texas corporations, limited liability companies, professional entities, and cooperative associations use it. Nonprofits also use it. Limited partnerships have different formation and amendment rules, so confirm form suitability before you start.

You would use this form when you want a current, complete certificate in one document. You also want to make material changes now. You might be changing the entity name, the registered agent, or the share structure. You may be modifying management structure, series provisions, or purpose clauses. You may be removing outdated initial provisions. You fold all of that into a single restated certificate text.

Typical scenarios include cleanup before a financing or sale. Lenders and investors want a single, accurate certificate of formation. If you have multiple amendments on file, a restatement avoids confusion. A restatement can also correct drafting errors. It can add or remove protective provisions. It can update registered agent information. It can add a series of languages for an LLC. Or it can reflect a name change with the proper entity suffix.

Consider a Texas corporation formed 12 years ago. It has five amendments, including a name change and share reclassification. You want to authorize a new class of preferred stock. You also want to add director liability limits allowed by law. Form 414 lets you adopt a clean restated certificate that includes the new preferred class and the liability provision. It also folds in the old changes. After filing, you have one controlling certificate.

Or imagine an LLC with outdated purpose language and no series notice. You are adding series protections and changing to manager-managed. A restated certificate with amendments captures both. You then have a clear public record of the new structure.

Form 414 belongs to the Secretary of State of Texas. You file it with the Secretary of State to make it effective.

When Would You Use a Form 414 – Restated Certificate of Formation with New Amendments?

Use this form when your entity needs both a clean restatement and fresh changes. It is ideal after years of incremental amendments. It gives outside parties a single authoritative document. It also reduces the risk of conflicts between old filings.

You would file it when you are changing the entity’s legal name. You include the new name in the restated certificate. You ensure the name includes the correct ending, like LLC or Inc. You also confirm that the new name meets Texas naming rules.

You would use it to alter the registered agent and office. You can update the registered agent and office within your restated certificate text. Make sure you have the agent’s consent before filing. Keep that consent with your company records.

You would use it to change the governance structure. An LLC may switch from member-managed to manager-managed. A corporation may redesignate classes of shares. A nonprofit may clarify whether it has members. These changes belong in the certificate. The restated certificate becomes the single source of truth.

You would use it to authorize or reclassify shares. A corporation can add a new class or series. You can set the par value and define preferences and rights. You can also reclassify or convert existing shares. You describe the effect on issued shares. You ensure exchange ratios and preferences are clear.

You would use it to add or update indemnification or liability limitations for directors or managers. You would also use it to add or remove preemptive rights. You can include transfer restrictions and supermajority vote provisions. You may also add series language for a Texas series LLC and the required notice.

In a diligence setting, lawyers prefer a restated certificate. It simplifies review. Banks, regulators, and licensing bodies also prefer a single controlling document. If you plan a merger or equity raise, consider filing Form 414 first. It helps avoid delays later.

Managers, general counsel, firm administrators, and outside counsel use this form. Solo owners and managing members also use it. If you are not sure whether you need amendments, check your goals. If you only want to consolidate without changes, use a restated certificate with no amendments instead. If you want to make changes, Form 414 is the right path.

Legal Characteristics of the Form 414 – Restated Certificate of Formation with New Amendments

Form 414 is a statutory filing instrument. It is legally binding when accepted and filed by the Texas Secretary of State. The restated certificate becomes the controlling certificate of formation. It supersedes the original certificate and all prior amendments. Your entity’s legal existence and powers continue without interruption. But the governing terms now reflect the restated and amended text.

Enforceability stems from the Texas Business Organizations Code. You must follow approval rules for amendments. The required vote depends on entity type and your governing documents. Corporations generally need shareholder approval, unless no shares are issued. LLCs follow the company agreement or default rules. Nonprofits follow their bylaws and the statute. Professional entities must keep their purpose within licensed practice limits.

A restated certificate with amendments is adopted in the same way as a certificate of amendment. You document the approvals in resolutions or written consents. On the form, you include statements confirming proper adoption. The Secretary of State will review the filing for compliance. The office does not police internal voting disputes. So your internal documentation must be sound.

If your amendments affect issued shares, include how the changes apply to those shares. State if issued shares are reclassified, converted, or exchanged. Shareholder rights cannot be reduced without the vote required by law and your governing documents. If you add a new class with priority rights, confirm the needed approvals. For nonprofits, confirm any member approvals if required.

If you change the registered agent, obtain the agent’s consent. Keep it with your records. You do not file the consent with the form. If you change the entity name, ensure the name is distinguishable and uses a proper suffix.

You can choose a delayed effective date. Texas allows a delayed effective date within a specified window. You may also set effectiveness upon a stated future event or fact. If you use an event-based effective date, describe the event clearly. Do not tie it to an event beyond the allowed period.

If your entity is in forfeited or terminated status, remedial steps may be needed before filing. Confirm your status is active and in good standing. If you are subject to a professional licensing board, ensure the amendments comply with licensing rules.

After filing, your restated certificate is a public record. It gives third parties constructive notice of its terms. Courts and counterparties will rely on it. Keep your internal records aligned. Update bylaws or the company agreement to match the new certificate. The certificate controls where there is a conflict on matters reserved to the certificate.

How to Fill Out a Form 414 – Restated Certificate of Formation with New Amendments

Follow these steps to prepare and file Form 414 correctly.

1) Confirm eligibility and scope

• Confirm your entity type can use this form. Most Texas domestic filing entities can use it.
• Confirm you need both a restatement and new amendments. If not, choose the right form.
• Identify every change you want to make now. Plan the final certificate text before drafting.

2) Gather required information

• Current legal name and Texas file number.
• Exact entity type, such as for-profit corporation or LLC.
• Registered agent name and street address in Texas.
• Registered office street address (no P.O. box as the sole address).
• Governance details: board structure, manager or member management, or professional management.
• Share or membership structure: total shares, classes, par value, or LLC membership details.
• Any series language for an LLC, if applicable.
• Any special provisions, such as indemnification or voting thresholds.
• Effective date and time you want.
• Name and title of the authorized signatory.

3) Draft the restated certificate text (attach as an exhibit)

Structure your restated certificate like a current Texas certificate of formation. Use clear, article-by-article sections. Replace outdated provisions. Include only current, accurate terms.

Core sections often include:

• Article 1: Entity Name. Include the proper suffix (Inc., Corp., LLC, PLLC, etc.).
• Article 2: Entity Type and Purpose. State a lawful purpose. Professional entities should state the professional service.
• Article 3: Registered Agent and Registered Office. List the agent’s name and Texas street address.
• Article 4: Management Structure and Governing Authority. For corporations, note the board and whether you include director names. For LLCs, state manager-managed or member-managed, and define the managers’ authority.
• Article 5: Ownership or Capital Structure. For corporations, list authorized shares, par value, and each class. Describe rights, preferences, and limitations. For LLCs, state whether membership interests are divided into classes or series and any related rights.
• Article 6: Series Provisions (LLC, if applicable). Include the required notice for series and limited liability of series, if you maintain a series. Add how series are created and governed.
• Article 7: Optional Provisions. Add indemnification, limitations of liability, preemptive rights, transfer restrictions, or supermajority votes. Add nonprofit member status and distribution restrictions, if relevant.
• Article 8: Duration and Effective Date language, if included. Avoid conflicts with the separate effective date section on the form.
• Article 9: Other lawful provisions. Include any constraints for professional practice or regulatory terms.

Do not include outdated organizer information. A restated certificate reflects the current entity, not the original organizer. For nonprofits, you can omit initial director names and focus on board structure if the statute allows.

If you change share classes or series, add an attached schedule. Define each class or series in full. Include preferences, dividend rights, conversion terms, and voting rights. If you reclassify issued shares, describe the exchange or conversion clearly.

4) Complete the adoption and approval statements on Form 414

The form requires you to state how the restated certificate and amendments were adopted. Use the method that fits your entity and stage.

• If the corporation has issued shares, confirm shareholder approval. State that the votes cast were sufficient for approval. If no shares are issued, board approval may be sufficient.
• For LLCs, state that members, managers, or both approved, as required by the company agreement or law.
• For nonprofits, state that the board and members (if any) approved, in the votes required.

Prepare written consents or meeting minutes. Record the approvals and the exact amendments. Keep these records in your minute book. Do not attach them to the filing unless required.

5) Choose the effective date and time

On the form, select when the filing becomes effective:

• On filing by the Secretary of State.
• On a delayed date, within the allowed period.
• Upon a stated future event or fact, within the allowed period.

If you choose a delayed date, specify the date and, if needed, the time. If you choose an event, describe it precisely. Make sure the event is measurable and occurs within the allowed time frame.

6) Address registered agent updates, if any

If you are changing the registered agent or office:

• Confirm the agent’s written or electronic consent.
• Keep the consent with your records. Do not attach it.
• Ensure the registered office is a Texas street address.

7) Attach the restated certificate and any schedules

Attach your full restated certificate text as an exhibit. Label it clearly. Include all articles and provisions. Add schedules for:

• Class and series designations.
• Share exchange or reclassification terms.
• Series LLC provisions and series schedules.
• Any other detailed provisions that do not fit cleanly in the main text.

Ensure the exhibit matches the entity type and approvals. The exhibit should be complete and self-contained.

8) Sign the form

An authorized person must sign. The signer depends on the entity type:

• Corporation: an officer, or an authorized director if allowed.
• LLC: a manager or authorized member.
• Professional entity: a person authorized under the governing documents and licensing rules.
• Cooperative association: an authorized officer.
• Limited partnership entities generally use different forms, so confirm before signing.

Print the signer’s name and title. Date the signature. The signature certifies the accuracy of the statements. It also certifies proper approval of the amendments.

9) Pay and file

Prepare the filing fee. Submit Form 414 with the attached restated certificate and schedules. Use a standard filing method. If timing matters, consider expedited processing. If you set a delayed effective date, plan for that in your transactions.

10) Update your records after filing

Once filed, the restated certificate governs your entity. Update:

• Bylaws or the company agreement should align with the new certificate.
• Share ledgers or membership records to reflect new classes or series.
• Banking resolutions and signature cards.
• Licenses, permits, or registrations that list your name or structure.
• Contracts where the entity name or structure appears.
• Insurance records.

If you changed the registered agent or office, notify internal teams. Update any materials that list the registered office. If you changed the entity name, update branding and tax accounts.

Key drafting tips

• Use plain language. Avoid cross-references to repealed or old sections.
• Match terms across the certificate, schedules, and consents.
• Include required notices for series LLCs.
• For corporations, be precise on share numbers and par value.
• If you create preferred shares, define preferences completely.
• If you change shareholder or member rights, confirm the correct vote.
• Avoid mixing bylaw-only topics into the certificate, unless you intend them to be charter-level rules.
• Check that the certificate does not conflict with your bylaws or company agreement. If it does, revise those documents or revise the certificate.

Common pitfalls to avoid

• Filing a restatement with new amendments without the required owner vote.
• Omitting the registered agent consent when changing the agent.
• Using an entity name without the proper suffix.
• Leaving out a necessary class rights description after authorizing new shares.
• Forgetting to carry forward the protective provisions you still want.
• Setting an effective date or event outside the allowed window.
• Including provisions that violate licensing rules for professional entities.

Parties, clauses, signatures, schedules

• Parties: The filing entity is the party. The Secretary of State is the filing authority.
• Clauses: Adoption statement, effect of restatement, amendments, and effective date.
• Signatures: Authorized officer, manager, member, director, or equivalent.
• Schedules: Share designations, series provisions, and any reclassification mechanics.

You now have the roadmap to use Form 414. Draft the restated certificate carefully. Secure proper approvals. Attach complete schedules. Sign and file. Then align your internal documents with the filed record. This approach gives you a clear, current charter that supports your next move.

Legal Terms You Might Encounter

• A restated certificate means a single, complete certificate that replaces the prior one. You include the full, current text. You also include any new changes in that same document.
• Amendments are the new changes you are making now. You can add, delete, or revise provisions. You place them into the restated text.
• The certificate of formation is your entity’s original charter. It lists core items like name and purpose. Your restated certificate updates that charter in one document.
• The governing authority is the group that can approve changes. For corporations, it is the board and the shareholders. For LLCs, it is managers or members. For limited partnerships, it is the partners.
• Adoption is the act of approving the restated certificate. You state when and how the approval happened. You also include vote results if required.
• A voting threshold is the level of approval required. It could be a majority, two‑thirds, or unanimous consent. You must show that the required threshold was met.
• A delayed effective date means your filing takes effect later. You can set a date after the filing date. You must state the exact date and, if needed, time.
• A statement of no other changes confirms your amendments are complete. It tells the state there are no hidden changes. It helps prevent confusion about your updates.
• A registered agent is your official point of contact. If you change your agent or office, include the updated details. Check if agent consent is required.
• Execution means signing the form properly. The signer must have authority. The signature confirms the filing is accurate and adopted.

FAQs

Do you need to attach the entire restated certificate text?

Yes. You attach the full, clean text of the certificate. It must contain all provisions that apply now. It should read as a complete document on its own. Do not attach only the changes.

Do you have to include voting details in the adoption section?

Yes, if votes were required. You should state who approved it and when. Include the vote method and results, if applicable. Written consent also needs to be described.

Do you need to update the registered agent in this filing?

Only if it is changing, if you change the agent or office, include the new details. Confirm whether an agent’s consent is needed. If needed, include that consent with the filing.

Do you need to list your entity type in the restated text?

Yes. The restated text should identify your entity and its type. Keep core items consistent. Name, type, and management structure must be clear.

Do you need a delayed effective date?

Not always. Most filings take effect on filing. You can delay effectiveness if you need planning time. If you choose to delay, provide the exact date and time.

Do you need to restate provisions that did not change?

Yes. The restated certificate should include the entire text. Keep all active provisions, even if unchanged. Remove any provision you no longer want.

Do you need notarization for this filing?

No notarization is typically required. The authorized person must sign. Make sure the signer has proper authority. Use the correct title or capacity.

Do you need to do anything after you file?

Yes. Wait for confirmation of filing. Then update licenses, banks, and contracts. Update tax and payroll records. Share the restated certificate with owners and managers.

Checklist: Before, During, and After the Form 414 – Restated Certificate of Formation with New Amendments

Before signing

• Confirm your exact legal name on state records.
• Locate your Texas file number.
• Identify your entity type and governing authority.
• Draft the full, restated certificate text.
• Integrate all new amendments into the text.
• Remove obsolete provisions from the restated text.
• Confirm voting thresholds under your governing documents.
• Prepare an adoption statement with vote or consent details.
• If changing the name, confirm availability.
• If changing the agent, confirm agent consent if needed.
• Review any industry‑specific approvals, if applicable.
• Decide on an effective date or a delayed date.
• Confirm your principal office and registered office addresses.
• Verify management structure terms remain accurate.
• Prepare the correct filing fee.

During signing

• Verify the entity name and file number on the form.
• Check the restated text attachment for completeness.
• Confirm all amendments appear in the restated text.
• Ensure the adoption statement includes approval details.
• Verify the correct capacity of the signer.
• Confirm the effective date or delayed date is correct.
• Check for consistency across all provisions.
• Ensure agent details match the restated text, if changed.
• Confirm any required consents are attached.
• Review that the form contains no contradictions.

After signing

• File the form with the Texas Secretary of State.
• Include the correct filing fee and attachments.
• Request expedited processing if timing is critical.
• Track the filing until you receive confirmation.
• Save the stamped copy in your minute book.
• Update internal records and ownership ledgers.
• Notify banks, insurers, and contract counterparties.
• Update business licenses and permits.
• Update tax, payroll, and franchise filings.
• Update your website, stationery, and marketing.
• Provide a copy to owners, managers, and counsel.
• Store the final version with board or member minutes.

Common Mistakes to Avoid Form 414 – Restated Certificate of Formation with New Amendments

• Don’t forget the full restated text. Attaching only the changes leads to rejection. The state needs a single, complete document.
• Don’t mix conflicting provisions. Old text left in can contradict new amendments. That can cause delays or future disputes.
• Don’t omit approval details. Missing adoption statements or vote results can halt processing. Include the required consent language.
• Don’t ignore name checks. A new name that is not available will be rejected. Confirm availability before filing.
• Don’t misuse the effective date. If you choose a delayed date, state it precisely. Vague dates cause confusion and delays.

What to Do After Filling Out the Form 414 – Restated Certificate of Formation with New Amendments

1. Finalize your review. Confirm the restated text is complete and clean. Confirm every amendment is shown within the text.
2. Submit the filing. Include the form, the restated text, any consents, and the fee. Use a filing method that fits your timeline.
3. Monitor status. Watch for acceptance or any state notices. Respond quickly to any request for correction.
4. Implement the changes internally. Update your operating agreement or bylaws, if needed. Align internal records with the new provisions.
5. Notify stakeholders. Alert owners, managers, lenders, and key partners. Provide a copy of the restated certificate.
6. Update external records. Update licenses, permits, and registrations. Notify tax authorities as needed.
7. Handle name change tasks. Update banking, payment processors, and payroll. Change invoicing, vendor accounts, and insurance.
8. Handle agent changes. Inform internal teams of the new agent and address. Update any standard forms and notices.
9. Record retention. Keep the stamped certificate with your minutes. Store the adoption consents and votes with your records.
10. Plan future amendments. Keep a clear index of articles and provisions. Make later updates easier with careful version control.