Form 415 – Restated Certificate of Formation without Further Amendments

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

What is a Form 415 – Restated Certificate of Formation without Further Amendments?

Form 415 lets you restate your Texas entity’s certificate of formation into one clean document. You use it to consolidate the original certificate and all amendments on file. You do not make any new changes with this filing. You only restate the current, already effective provisions in one cohesive document.

The Texas Secretary of State accepts this filing for Texas “filing entities.” That includes corporations, limited liability companies, and limited partnerships. It also includes nonprofit corporations and professional entities. Each of these has a certificate of formation under Texas law. Over time, many entities file multiple amendments. Your governing records can get messy. A restated certificate creates a single, updated instrument. It replaces the original certificate and all prior amendments.

You typically use Form 415 when the business wants a clean baseline. Banks often ask for a current formation document. Buyers and investors want a clear trail. You may also be preparing for an audit or major contract. A restatement removes the need to review old amendments one by one. You deliver one authoritative document that matches the Secretary of State’s records.

Form 415 is the “without further amendments” version. That means you cannot change anything in this filing. You cannot change the name, purpose, stock, or management structure. You cannot change the registered agent or office. You cannot add or remove any provisions. You only compile what is already on record and effective. If you need to make changes, use a different filing designed for amendments.

Common usage scenarios include corporate housekeeping, a loan closing, or due diligence before a sale. In each case, parties want clarity. They want to see what governs your entity today, in one place. Form 415 delivers that clarity. It also makes future reference easier for you and your team. You avoid cross-checking several old filings each time you need a detail.

Who typically uses this form?

Owners, managers, officers, general partners, and in-house counsel. Outside counsel and paralegals use it for cleanup projects. Corporate secretaries and operations leaders also prepare it when third parties request proof. If you handle filings for your firm, you will find it straightforward. You gather the current formation text and place it into the restated certificate. You include the required adoption statements and sign.

In short, Form 415 is a consolidation tool. It keeps your public charter clean and current in one instrument. It does not change rights or obligations. It does not create a new entity. It organizes your formation provisions into a single official document.

When Would You Use a Form 415 – Restated Certificate of Formation without Further Amendments?

You use Form 415 when you want a single, coherent certificate of formation that reflects all prior changes. You do this when you are not making any new changes at this time. You may have several filed amendments from past years. You may also have separate statements on file, such as a change of registered agent. Your board, managers, or partners want a clear public charter that matches the current record. Form 415 meets that need.

A common trigger is a financing event. Your lender may request a “clean copy” of the formation document. They want to see the authorized shares for a corporation. They want to confirm the management structure for an LLC. They also want the registered office details. Another trigger is a sale or investment. The buyer’s counsel will ask for the current formation document. A restated certificate speeds that review.

You also use this form during internal governance cleanup. You may be building a minute book or a compliance binder. A restated certificate is easier to manage than a stack of amendments. It helps new leaders onboard faster. It reduces the risk of missing key provisions, such as special voting rules. If your entity has old “initial director” statements in the original certificate, you can omit those in a restatement. Texas law no longer requires many “initial” details after formation. You can reset the certificate to the current required content only.

Another typical use is before a merger or other filing. You may want the certificate of formation to be clean before the next step. That avoids confusion during review. If your entity does business with government agencies or major customers, they may also ask for the current certificate. A restatement assures them that the document reflects the present terms.

Both small and large entities use Form 415. Single-member LLCs use it for clarity on management status. Growing corporations use it to align with investor expectations. Limited partnerships use it to match the current general partner information. Nonprofits use it to consolidate prior changes while keeping their purpose clear. In all cases, you file without making any new changes. You only restate what is already in effect.

Legal Characteristics of the Form 415 – Restated Certificate of Formation without Further Amendments

A restated certificate of formation is legally binding after filing. When accepted by the Secretary of State, it replaces the original certificate and all amendments. It becomes the current public charter of the entity. It does not create a new entity, and it does not change your formation date. It simply consolidates current provisions into one instrument.

Enforceability rests on two pillars. First, proper adoption by the entity’s governing authority. Second, acceptance by the Secretary of State. For adoption, you must follow the Texas Business Organizations Code and your governing documents. Because this filing makes no new changes, adoption is simpler. In many cases, the governing authority can adopt a restatement without owner approval. That authority depends on your entity type and internal rules. If your governing documents require owner approval even for restatements, follow that rule.

The Secretary of State ensures the filing meets statutory content rules. The office checks that the restated text does not contain new amendments. If it does, the office will reject or require an amendment filing. The office also checks that the entity name and file number match the record. It reviews signature authority and effective date options. Acceptance makes the restated certificate effective as of the stated effective date.

The restated certificate must include the full text of the certificate of formation as it exists today. It may omit statements that are no longer required at the time of restatement. For example, initial directors or initial managers are often not required after formation. You can remove those items when you restate. You must keep required content. That includes the entity name, the registered agent and office, the management structure, the purpose, and the authorized shares if you are a corporation. An LLC must state whether it is manager-managed or member-managed. A limited partnership must include required general partner statements.

Use care when working with the registered agent and office details. Many entities change their registered agent using a separate change filing. The restated certificate should reflect the current registered agent and office. That inclusion does not count as a new amendment. It mirrors what is on file. Do not try to switch to a new agent or address in Form 415. That would be an amendment. Use the proper change filing for that.

A restated certificate does not alter liabilities, ownership, or internal agreements. It does not cure defects in past actions. It does not change tax status. It does not modify rights unless those rights already changed through prior, valid filings. It also does not affect assumed names or foreign registrations. It is a charter document only. It aligns the public text with your current legal status.

Effective date options allow some flexibility. You can make the restated certificate effective when filed. You can set a delayed effective date up to 90 days. You can also select a delayed effective time on a stated date. These options help you align with a closing date or an internal milestone. If you select a delay, be sure the adoption date precedes the effective date.

How to Fill Out a Form 415 – Restated Certificate of Formation without Further Amendments

Follow these steps to prepare, approve, and file Form 415. Adjust any governance steps to fit your entity type.

1) Confirm you need the “without further amendments” version

• Inventory all changes you want to see in the certificate.
• If you need any new changes, stop. Use an amendment filing instead.
• If you only want a clean restatement, proceed with Form 415.

2) Gather your current public record

• Pull your original certificate of formation.
• Pull every certificate of amendment on file.
• Pull any separate filings that affect the required content. This includes any registered agent or office changes.
• Confirm the current entity name and Secretary of State file number.

3) Draft the restated certificate text (Attachment or Exhibit A)

• Build a fresh, full certificate of formation that reflects what is currently in effect.
• Do not add a new substance. Keep language consistent with existing filings.
• Remove items that are no longer required at restatement. Examples include initial directors or initial managers.
• Use clear, numbered articles. Use the structure typical for your entity type.

For a for-profit corporation, include:

• Article 1: Entity name.
• Article 2: Registered agent and registered office.
• Article 3: Purpose. You may use a broad lawful purpose.
• Article 4: Authorized shares, classes, and par value or no-par. Match current authorized share details exactly.
• Article 5: Management by a board of directors. You do not need to list directors.
• Article 6: Optional provisions already on file, such as limitations of liability or indemnification.

For a limited liability company, include:

• Article 1: Entity name.
• Article 2: Registered agent and registered office.
• Article 3: Management structure. State whether manager-managed or member-managed.
• Article 4: Purpose. A broad lawful purpose is acceptable.
• Article 5: Company powers and any already filed special provisions.
• Do not add new membership or transfer rules unless they already appear in filed amendments.

For a limited partnership, include:

• Article 1: Entity name.
• Article 2: Registered agent and registered office.
• Article 3: Name and address of each general partner, if required for your LP type.
• Article 4: Purpose.
• Article 5: Any existing limitations or special provisions on file.

For a nonprofit corporation, include:

• Article 1: Entity name.
• Article 2: Registered agent and registered office.
• Article 3: Nonprofit purpose. Match the current filed purpose and any IRS-required clause already on file.
• Article 4: Management by a board. No need to list directors.
• Article 5: Membership status and any filed distribution or dissolution limits.

4) Prepare the Form 415 cover sheet sections

• Enter the exact legal name of the entity. Use the name on file. Do not shorten or change it.
• Enter the Texas Secretary of State file number. You can find this in prior filings.
• Confirm your entity type. The form accommodates various entity types.

5) Add the “restatement without further amendments” statement

• Include a statement that the attached restated certificate replaces the original and all amendments.
• State that the restatement makes no further amendments.
• This statement is required to confirm you are not changing terms.

6) Add the adoption statements

• State that the restatement was adopted in the manner required by Texas law and your governing documents.
• Include the date of adoption.
• If your governing documents require owner approval, state that the owners approved. If not required, state adoption by the governing authority.
• For corporations, the board can usually adopt a restatement without amendments. If your bylaws or prior resolutions require shareholder approval, obtain it and note that approval.
• For LLCs, state adoption by managers or members, as your company is structured.
• For LPs, state adoption by all required general partners or partners as your agreement requires.

7) Choose the effective date and time

• Select “when filed” if you need immediate effect.
• Or select a delayed effective date, up to 90 days from signing.
• You may also specify a delayed effective time on the chosen date.
• Do not select a date earlier than the adoption date.

8) Attach the full restated certificate text

• Label it “Exhibit A – Restated Certificate of Formation.”
• Ensure the exhibit includes each article required for your entity type.
• Confirm that the registered agent and office match the current record.
• Confirm every provision matches a prior filed provision or the original certificate as currently in effect.

9) Review the signature block and signer authority

• The signer must be authorized to act for the entity.
• For corporations, an officer signs. Typical signers include the president, secretary, or another duly authorized officer.
• For LLCs, a manager or authorized member signs, matching your management structure.
• For LPs, a general partner signs. If multiple general partners exist, follow the partnership agreement.
• Print the signer’s name, title, and the date of signing.

10) Quality control before filing

• Compare the exhibit to prior amendments line by line.
• Confirm no new terms slipped in. Even small wording changes can count as amendments.
• Confirm the entity name and file number.
• Confirm the registered agent and office are correct and current.
• Confirm the adoption date and effective date entries.
• Check signatures and titles.
• Ensure fees are ready in the correct amount for your entity type.

11) File the form with the Secretary of State

• You may file online, by mail, or by hand delivery.
• Include the filing fee.
• If you need faster review, expedited processing is available for an extra fee.
• Keep a copy of the submitted form and exhibit for your records.

12) Track acceptance and store the final document

• Watch for confirmation of filing from the Secretary of State.
• Once accepted, the restated certificate becomes your current charter.
• Save an electronic copy and a signed hard copy in your records.
• Share it with lenders, investors, or counterparties as needed.

Practical drafting tips

• Keep article titles clear and consistent. Use plain language.
• Mirror the wording used in prior filed amendments when possible. This reduces the risk of a perceived change.
• If your original certificate used older terminology, you can modernize the style without changing the substance. Avoid any shift that alters meaning.
• If you removed the “initial” director or manager lists, confirm they are not required now. They usually are not required after formation.
• If your corporation has multiple share classes, list each class and the terms exactly as on file. Do not add rights or preferences. Do not re-order terms in a way that changes meaning.
• If your LLC’s purpose was broad, keep it broad. If it was narrowed by prior amendment, keep it narrow.
• If your nonprofit has special restrictions in prior filings, include them here. Nonprofits often have precise dissolution clauses. Copy them verbatim.

Common pitfalls to avoid

• Trying to change anything in this filing. That requires an amendment filing instead.
• Omitting the adoption statement or date.
• Forgetting to attach the full restated certificate text.
• Listing a registered agent or office that does not match the current record.
• Using the wrong signer or title.
• Moving optional provisions into or out of the certificate if that would change the effect. Keep the content consistent with what is already on file.

What happens after filing

• Upon acceptance, the Secretary of State updates the record to show a restated certificate on file.
• Third parties will see the restated certificate as your current charter.
• The old certificate and amendments remain part of the historical record, but the restatement governs.
• Your formation date does not change. Your tax and reporting obligations do not change.

If you later need to change the substance, file an amendment. If you need to consolidate again after new amendments, you can file another restatement. Many organizations restate every few years to keep the charter clean. This keeps diligence requests simple and reduces risk of errors.

By following these steps, you can produce a precise restated certificate that reflects your current status. You will meet lender and investor requests with one clear document. You will also simplify your own compliance work in the future.

Legal Terms You Might Encounter

• You will see “restated certificate of formation” throughout the form. This means a clean, complete version of your current formation document, including all prior changes. You are not proposing new language. You are republishing the entire document as it stands today.
• “Without further amendments” is central to this filing. It means you cannot use this form to change anything. You only compile the current, correct text into one document. If you change even one word, you are making an amendment. That requires a different filing.
• “Certificate of formation” is your entity’s original charter. It sets your entity type, name, governance, and basic rules. Your restated certificate replaces the original as a single, updated document. It does not change your original formation date.
• “Entity name” is the legal name on the public record. Your restated certificate must show the exact, current name. Do not alter spelling, spacing, or identifiers. A name change is an amendment, which this form does not allow.
• “Registered agent” is the person or company designated to receive legal papers for your entity. The “registered office” is that agent’s street address. Your restated text must match the current record. If it does not, it will look like a change and draw a rejection.
• “File number” is the unique number assigned to your entity by the state. The form uses it to match your filing to the correct record. Confirm it before you sign. A wrong number causes delays and possible refusal.
• “Effective date” is when the restated certificate takes effect. You can choose immediate effectiveness or a delayed date in many cases. Do not choose a date that conflicts with adoption or approval dates. The effective date cannot cure unauthorized approvals.
• “Adoption” or “approval” describes who authorized the restated certificate. These are often directors, managers, members, or shareholders, depending on your entity type. You confirm that the attached text accurately restates the existing certificate as approved.
• “Execution” means the act of signing the form. The signer must have authority under your governance documents. Use the correct title, like manager, director, or officer. A wrong title can void the filing or cause rejection.
• “Supplemental provisions” are additional terms that your entity needs in its formation document. These often include special voting rules or limitations. You can include them only if they have already adopted. You are not adding new provisions with this form.

FAQs

Do you need to attach the full restated certificate text?

Yes. Attach the complete, clean restated certificate of formation. It must include every article that now governs your entity. Do not only attach amendments or summaries. The filing office needs the full text to replace the existing record.

Do you make any changes when filing this form?

No. This form is only for restating existing language as one document. If you need to change the registered agent, name, purpose, or any other term, use an amendment filing. Mixing changes into a restatement triggers rejection.

Do you need owner or board approval before filing?

Yes, in most cases. Your governance documents and state law control who approves a restatement. Secure the necessary approvals before signing. Keep resolutions in your records. The form relies on your confirmation that approvals occurred.

Do you list each past amendment on the form?

No. You do not list amendments one by one. You attach a single, integrated restated certificate that includes all prior changes. The result is a coherent document that replaces the original and every amendment.

Do you need to change your formation date when restating?

No. Your original formation date stays the same. A restated certificate does not create a new entity. It only consolidates your formation document into one updated instrument.

Do you have to update your registered agent or address with this filing?

Not with this form. You must not change agent or address in a “without further amendments” restatement. Ensure the restated text matches the current record. If you need to update an agent or office, file that change separately.

Do you need to pay a filing fee?

Yes. Expect a filing fee for this type of submission. Verify payment methods accepted by the filing office. Include payment details with the form. Missing fees will cause delays or rejection.

Do you need a delayed effective date?

Only if it serves your recordkeeping, many filers choose immediate effectiveness. A delayed date can help align with fiscal or governance timelines. Make sure any delay does not conflict with approval dates or internal documents.

Checklist: Before, During, and After the Form 415 – Restated Certificate of Formation without Further Amendments

Before signing: information and documents needed

• Obtain the current certificate of formation and every amendment on file.
• Confirm your exact entity name as it appears on the record.
• Verify your entity’s file number.
• Confirm the registered agent and registered office as they appear on the record.
• Identify your entity type as recognized by the filing office.
• Compile a clean, restated certificate that integrates all prior amendments.
• Confirm you are not introducing any new language.
• Gather approval evidence, such as board or member resolutions.
• Confirm who has the authority to sign and the correct title.
• Decide the effective date: immediate or delayed.
• Prepare the payment method in an accepted form.
• Designate a contact person, phone, and email for filing questions.
• Prepare a return address for the filed copy.
• Review your governing documents for approval or notice requirements.

During signing: sections to verify

• Check the entity name for an exact match with the state record.
• Confirm the entity’s file number and entity type.
• Ensure the “without further amendments” statement is correct for your filing.
• Attach the full restated certificate of formation as a single, clean text.
• Confirm that the registered agent and office match the current public record.
• Review share or membership information for completeness and accuracy.
• Verify management structure language reflects the current, approved terms.
• Choose the effective date and confirm it aligns with approval dates.
• Ensure the signer’s title reflects actual authority under your records.
• If using multiple pages, number and label pages clearly.
• Check for legibility, consistent fonts, and complete signatures.
• Confirm payment information is included and valid.

After signing: filing, notifying, and storing instructions

• Submit the form and attachments using the filing office’s accepted methods.
• Include the required filing fee using an accepted payment method.
• Monitor filing status using the office’s tracking or acknowledgment process.
• If the filing is rejected, review the reason and correct the issue promptly.
• Once accepted, obtain a filed or stamped copy for your records.
• Save the filed copy with your minute book or company records.
• Update your internal corporate book with the restated certificate.
• Notify internal stakeholders that the restated document is now the official text.
• Provide the restated certificate to your accountant, counsel, and key managers.
• If lenders or insurers require updated formation documents, send them a copy.
• Keep a digital backup in secure, redundant storage.
• Calendar future review dates to keep records consistent with actual governance.

Common Mistakes to Avoid Form 415 – Restated Certificate of Formation without Further Amendments

Mixing in new changes

• Don’t add a name change, agent change, or new provisions. That turns the filing into an amendment. Consequence: rejection or a void filing.

Omitting the full restated text

• Don’t attach only amendments or excerpts. You must provide a full, integrated restated certificate. Consequence: rejection and wasted fees.

Using the wrong entity name or file number

• Don’t rely on internal records alone. Confirm the public record. Consequence: processing delays, misfiling, or rejection.

Having an unauthorized signer

• Don’t let someone sign without proper authority or title. Consequence: rejection, or a filing that is later challenged.

Misstating the effective date

• Don’t pick a date that conflicts with approvals or requirements. Consequence: confusion in records and possible legal challenges.

What to Do After Filling Out the Form 415 – Restated Certificate of Formation without Further Amendments

1. File the form and attachments with the state filing office. Include the full restated certificate of formation. Pay the filing fee using an accepted method.
2. Track the filing. Watch for questions from the filing office. Respond quickly if they request corrections or clarification. If the filing is rejected, fix the issue and resubmit.
3. When the filing is accepted, download or request a filed copy. Confirm the recorded entity name, file number, and effective date. Verify the restated text on file matches your submission.
4. Update your internal records. Replace the prior certificate and amendments with the new restated certificate. Keep board or member resolutions with the document. Ensure all internal copies are identical to the filed version.
5. Notify stakeholders who rely on your formation document. This may include your accountant, auditors, lenders, and insurers. Provide the restated certificate to counterparties who maintain due diligence files.
6. Review linked documents. Align bylaws, company agreements, or shareholder agreements with the restated language. Correct any cross-references and definitions. Note that a restatement without changes should not alter these, but confirm anyway.
7. Update internal checklists and templates. Use the restated certificate as the single source for future filings. Train your team to reference the restated document, not the stack of amendments.
8. Plan for future updates. If you later need to change the entity name, agent, or governance terms, use an amendment filing. Do not reuse this “without further amendments” form for changes.
9. Retain proof of approval and filing. Keep resolutions, signed form, acceptance evidence, and payment confirmation. Store them in both physical and secure digital formats. Maintain consistent file names and version control.