Form 422 – Amendment to Registration To Disclose a Change Resulting from A Conversion or Merger

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

What is a Form 422 – Amendment to Registration To Disclose a Change Resulting from A Conversion or Merger?

Form 422 is a Texas Secretary of State filing used by foreign entities. You use it to update your Texas foreign registration after a conversion or merger. The filing tells Texas that your entity changed because of that transaction. It keeps your authority to do business in Texas current and accurate.

This form is for entities formed outside Texas that are registered here. That includes corporations, LLCs, limited partnerships, limited liability partnerships, and nonprofits. Professional entities also use it when they change as a result of a conversion or merger.

A conversion changes your entity type or home jurisdiction. For example, a Delaware LLC can convert to a Delaware corporation. Or a Nevada LLC can convert to a Delaware LLC. A merger combines two or more entities. If your registered foreign entity is the surviving entity, you remain the same entity. You then disclose that change in Texas.

You would need this form when a conversion or merger changes key details. Those details include your legal name, entity type, or home jurisdiction. You file Form 422 to align your Texas records with your current legal status. It avoids confusion with customers, regulators, and courts. It also prevents conflicts with name availability and licensing.

Typical usage scenarios

Your Delaware LLC merges with a sister LLC, and the survivor changes its name. You amend your Texas registration to show the new name. Your California corporation converts to a Delaware corporation. You amend your Texas registration to show the new jurisdiction. Your foreign LP converts to an LLC. You amend your Texas registration to show the new type and legal name.

Form 422 is not for routine changes unrelated to a conversion or merger. If you only changed your principal office address, another amendment may apply. If you only changed the registered agent, you use a different filing. If your entity did not survive a merger, you cannot use this form. In that case, the survivor must register in Texas as a new foreign entity. You may also need to withdraw the old registration.

In short, Form 422 updates a Texas foreign registration to reflect a conversion or merger. It keeps your Texas authority continuous. It also protects your right to transact under the proper name and type.

When Would You Use a Form 422 – Amendment to Registration To Disclose a Change Resulting from A Conversion or Merger?

You use Form 422 when your out-of-state entity, already registered in Texas, changes due to a conversion or merger. The key is that the same legal entity continues after the transaction. That continuity is what conversion and surviving mergers create. If continuity breaks, this form is not the right path.

Here are practical examples. Your Delaware LLC converts to a Delaware corporation. The company’s EIN stays the same. The entity continues uninterrupted. You must disclose that conversion in Texas and update the type and name suffix. Your Illinois corporation converts to a Delaware corporation and changes its name. You need to amend Texas records to show the new jurisdiction and name. Your New York LLC merges with a sister LLC, and your Texas-registered LLC is the survivor. The survivor keeps doing business in Texas. You file Form 422 to record the merger and any name change.

Consider cross-border entity migrations. Your Florida LLC converts to become a Delaware LLC. It is a conversion that changes the law. You remain the same entity. You update Texas to show the new jurisdiction. You also update any name or designator changes. If your new name is not available in Texas, you adopt an assumed name.

Who typically files?

Business owners, in-house counsel, and operations leaders often lead the effort. Outside corporate counsel may draft supporting documents. Paralegals and legal ops teams usually gather details and prepare the form. Registered agents often submit the filing on your behalf. Accountants and controllers may help confirm dates and EIN continuity.

If you did not survive a merger, you should not file Form 422. For example, your Texas-registered Delaware LLC merges into a Delaware corporation, and the corporation survives. Your LLC registration cannot be amended. The corporation must register anew in Texas if it does business here. You would then consider withdrawing the LLC registration.

If your change is not tied to a conversion or merger, use other paths. A simple name change by amendment in your home state may require a different amendment filing. A change of registered agent or office is a separate filing. A change of principal office address may be handled by a separate amendment as well.

Timing matters. File promptly after the conversion or merger takes effect. You should avoid operating in Texas under the wrong name or type. That can cause contract issues and licensing mismatches. It can also confuse customers and banks. Filing soon helps preserve compliance and continuity.

Legal Characteristics of the Form 422 – Amendment to Registration To Disclose a Change Resulting from A Conversion or Merger

Form 422 is a statutory filing instrument. It updates the public record for a foreign entity registered in Texas. It is legally binding because it modifies your existing registration. It states on record who you are after the conversion or merger. It also affirms that the transaction was properly approved under governing law.

Enforceability flows from compliance with the Texas Business Organizations Code. The Secretary of State accepts the filing if it meets legal requirements. That includes proper identification of the entity, accurate event details, and a valid signature. Once accepted, your amended registration stands as evidence of your authority to transact in Texas. It supports your right to use the updated name and type within Texas.

The form’s enforceability rests on a few conditions. The conversion or merger must be effective under the law of your home jurisdiction. Your entity must be the same entity that existed before the transaction. Your signature must come from someone with authority. That would be an officer, manager, member, partner, or authorized agent. The filing fee must be paid. Any restricted words in your new name must have proper approvals. If your new name is not available in Texas, you must adopt an assumed name.

Texas imposes name availability rules. Your name must be distinguishable in the records. Your name must include a proper designator that matches your entity type. For example, “LLC” for a limited liability company or “Inc.” for a corporation. If your preferred name conflicts with an existing Texas record, you cannot use it. You may adopt an assumed name for Texas use to proceed with the amendment.

Form 422 is not a shield against other compliance duties. It does not update your registered agent or office. You must file a separate change for that. It does not resolve tax issues or licensing. You must update those agencies directly. It also does not perfect a defective conversion or merger. Your underlying transaction must stand on its own under governing law.

If you fail to update your Texas registration after a conversion or merger, you take risks. You may not be able to maintain an action in Texas courts until compliant. You may face rejection in license renewals and banking updates. Counterparties may question your authority. You may also risk administrative issues with the state. Filing Form 422 closes those gaps.

You can request an effective date for the amendment. You can choose immediate effectiveness upon filing. You can also pick a date within a short future window. A delayed effective date helps align with internal launch or brand changes. Once effective, the amended details govern your Texas presence.

How to Fill Out a Form 422 – Amendment to Registration To Disclose a Change Resulting from A Conversion or Merger

Set aside time to prepare. You will complete the form faster if you gather documents first. Have your conversion or merger plan and approvals handy. Confirm the effective date of the transaction. Verify your Texas file number and current registration details. Confirm your new legal name, entity type, and home jurisdiction. Check the Texas name availability for your new name. Decide on an assumed name if needed.

Step 1: Identify the entity and Texas file number.

Enter your current legal name on file in Texas. Provide the Texas Secretary of State file number. This number ties your amendment to the correct registration. You can find it in prior filings or acceptance letters.

Step 2: State the type of change.

Indicate whether your change results from a conversion, a merger, or both. The form allows you to disclose the nature of the event. Be clear about the transaction that caused the change. This helps the filing office align your amendment with legal requirements.

Step 3: Provide “before” and “after” details.

Identify the entity type and jurisdiction before the transaction. Then state the entity type and jurisdiction after the transaction. For example, “Before: Delaware limited liability company. After: Delaware corporation.” Or “Before: California corporation. After: Delaware corporation.” If only your name changed, still disclose the governing event. The “before” and “after” data show continuity.

Step 4: State the survivor, if a merger.

If the event is a merger, confirm that your Texas-registered entity survived. If your entity did not survive, stop here. Do not use this form. The survivor must register in Texas as a new foreign entity. Your old entity may need to withdraw.

Step 5: Provide the new legal name.

Enter the entity’s legal name after the conversion or merger. Include the correct designator, such as “Inc.,” “Corp.,” “LLC,” or “LP.” The designator must match the “after” entity type. If your new legal name is not available in Texas, adopt an assumed name. You can transact in Texas under that assumed name. Enter that assumed name on the form. You may need a separate assumed name filing. Coordinate both filings so the records match.

Step 6: Confirm restricted terms and consents.

If your new name uses restricted words, provide supporting approvals. Examples include “bank,” “trust,” “insurance,” or “university.” If your professional entity uses “engineer,” “architect,” or similar terms, confirm your licensing. Attach any required consents or explanatory statements. The filing office will not accept names that violate restrictions.

Step 7: Provide principal office address.

Update the principal office address of the entity. This is your main place of business. It can be outside Texas. Do not confuse this with the Texas registered office. The registered office and agent are updated with a separate filing. If those are changing, prepare that separate filing as well.

Step 8: State the effective date of the conversion or merger.

Enter the date the transaction took effect under the governing law. This aligns your Texas record with the actual legal change. If you are coordinating multiple states, be precise. Mismatched dates can slow acceptance.

Step 9: Choose the Texas effective date for this amendment.

You can request immediate effectiveness upon filing. You can also choose a delayed date within a short window. A delayed date can help align with rebranding and system cutovers. If no date is chosen, the filing is effective when accepted.

Step 10: Include a statement of approval and compliance.

The form includes language that the conversion or merger was approved. It also affirms compliance with governing law. Make sure this statement is accurate. Do not sign if your transaction is still pending approval.

Step 11: Add any supplemental provisions.

If you need to explain a complex transaction, attach a rider. Keep the attachment concise and factual. For example, note a tri-party merger where your entity is the survivor. Or note a domestication paired with a name change. Cross-reference the entity names and effective dates. The goal is clarity, not restating the plan of merger.

Step 12: Prepare signature and capacity.

The form must be signed by an authorized person. That can be an officer of a corporation. It can be a manager or a member of an LLC. It can be a general partner of an LP. It can be another person authorized by the entity. Print the signer’s name and title. Date the signature.

Step 13: Provide contact information for filing questions.

Enter a contact name, phone number, and email. This helps resolve minor issues quickly. The contact can be your internal legal ops lead or your registered agent.

Step 14: Pay the filing fee.

Confirm the current fee amount before submission. Payment methods vary by submission channel. Plan for expedited processing if you have a deadline. If you file multiple related forms, budget for each fee.

Step 15: Submit the filing.

You can submit online, by mail, or in person. Online filing often processes faster. If you mail, use a trackable service. Include payment and any attachments. Keep copies of all documents you send.

After you file, watch for acceptance. The filing office will return a file-stamped copy. Save it with your core records. Share it with your bank, insurers, and key customers if needed. Update your contracts, invoice templates, and website footer. Update other agencies that rely on your legal name or type.

Practical examples

Suppose your Delaware LLC converts to a Delaware corporation on May 1. You are registered in Texas as a Delaware LLC. On May 3, you file Form 422. You list “before” as Delaware LLC and “after” as Delaware corporation. You update the name to include “Inc.” You confirm the conversion date. You keep the same registered agent and office, so you file no change there. You request immediate effectiveness. You receive acceptance, and you update tax and license records.

Consider a merger example. Your Texas-registered New York LLC merges with a sister New York LLC on June 15. Your registered LLC is the survivor and changes its name. You file Form 422. You identify the merger and confirm survival. You list the new name. You keep the “after” type as New York LLC. You update the principal office. You attach any required consents for restricted words, if used. You sign and submit. You receive acceptance and notify stakeholders.

A few common pitfalls are easy to avoid. Do not use this form if you did not survive. Do not omit the effective date of the transaction. Do not mismatch the entity designator and type. For example, do not use “Inc.” for an LLC. Do not attempt to change your registered agent in this form. Use the proper filing for that. Do not assume your new name is available in Texas. Check availability and have an assumed name ready.

If your conversion changes your home jurisdiction, take care. Some downstream licenses tie to your home state. Update those after your amendment is accepted. Also review contracts with governing law or name clauses. You may need to give notice of the change to counterparties.

Finally, coordinate your brand rollout. Align the Texas amendment’s effective date with your public name change. Update your website, signage, and letterhead on the same day. Notify payroll, benefits, and insurers. Consistency reduces confusion and help desk tickets.

With the right preparation, Form 422 is straightforward. Know your “before” and “after.” Confirm your name. Verify survivorship. Sign with authority. File promptly. Keep proof. Then update the rest of your compliance stack.

Legal Terms You Might Encounter

• Foreign filing entity means a business formed under another state or country. You file this form because that foreign entity is already registered to do business in Texas. You use the form to update that Texas registration after a conversion or merger.
• Registration means your authorization on file, allowing the foreign entity to transact business in Texas. When your business changes through a conversion or merger, you amend that registration to match the new facts.
• Conversion means your entity changed its form under its home law. For example, an LLC becomes a corporation. If the converted entity is the same legal entity that survived, you use this form to show the new entity type, name, or home jurisdiction.
• Merger means two or more entities combined under a plan of merger. One entity survives. Constituents that do not survive cease to exist. If your registered foreign entity is the survivor, you use this form to amend its Texas registration.
• Survivor means the entity that continues after a merger. It holds the assets and liabilities of the merged entities by operation of law. If your entity is the survivor and already registered, this form updates the registration to reflect the merger.
• Jurisdiction of formation means the state or country that governs your entity. If the conversion changed the home jurisdiction, you disclose that change here. If the merger left the jurisdiction the same, you confirm it stays unchanged.
• Assumed name means a name you adopt for use in Texas when your true name is not available. If the conversion or merger changed your name, and that name conflicts in Texas, you may need an assumed name. You disclose that assumed name on this amendment.
• Registered agent and registered office mean the person and Texas address for service of process. A merger or conversion may trigger changes to that information. Use the correct process to update the agent or office if required, and keep the registration consistent.
• Effective date means when the conversion or merger took effect under the governing documents. You report that date on this form. Processing does not change the effective date of the underlying transaction.
• Evidence of change means documents that show the conversion or merger occurred. Examples include certified copies of filed instruments or officer certificates. If the filing office requests evidence, provide it to support your amendment.
• Governing authority means the person or group with the power to act for the entity. That could be a manager, a member, a director, or an officer. A person with proper authority signs this amendment on the entity’s behalf.

FAQs

Do you need to file this amendment if only your name changed in a merger?

Yes. Your Texas registration must match your true name after the merger. If the new name is not available in Texas, adopt an assumed name. Disclose the assumed name on the amendment. Identify the effective date of the merger and confirm the survivor’s details.

Do you use this form when your entity converts from one type to another?

Yes, if your entity survived the conversion as the same legal entity. For example, a foreign LLC converting to a foreign corporation under home law can amend its Texas registration. You disclose the new entity type, name, and any new home jurisdiction. If your entity did not survive, you do not amend. The survivor would need its own Texas registration.

Do you need your Texas file number to complete the form?

Yes. Locate your Texas file number before you start. It links your amendment to the existing registration. Using the wrong file number can delay processing or cause rejection.

Do you attach proof of the merger or conversion?

You should be ready to provide evidence if requested. Keep certified copies of the filed transaction documents. Keep officer or manager certificates confirming the effective date and survivor. Include supporting evidence if the filing office asks for it.

Can you use this amendment to change your registered agent or registered office?

Not typically. Use the designated process for agent or office changes. This amendment focuses on changes caused by a conversion or merger. If your agent changed because of the transaction, file the separate agent change as well.

Can you file online?

Most filings are available in electronic and paper formats. Choose the method that fits your timeline. Electronic filing is often faster. Paper filings can take longer. Confirm accepted payment methods for your chosen method.

How quickly will the filing be processed?

Processing times vary by method and volume. Errors, missing fees, or name conflicts can slow review. If timing matters, submit complete and accurate information. Where available, request expedited review.

Do you need to notify anyone else after amending your registration?

Yes. Update lenders, banks, landlords, vendors, and customers. Update licenses, permits, and tax accounts. Update insurance and payroll records. Keep your registered agent informed. Your business operations should match the amended registration.

Checklist: Before, During, and After the Form 422 – Amendment to Registration To Disclose a Change Resulting from A Conversion or Merger

Before signing: Information and documents you need

• Your Texas file number for the existing foreign registration.
• The exact legal name of the survivor after the transaction.
• Backup name options if the survivor’s name is unavailable in Texas.
• The entity type before and after (for example, LLC to corporation).
• The jurisdiction of formation before and after, if it changed.
• The effective date of the conversion or merger.
• A short description of the transaction (conversion or merger).
• Evidence of the transaction, if requested (certified documents).
• The principal office address of the survivor.
• The name and capacity of the person who will sign the amendment.
• Confirmation that your registration is active and in good standing.
• Contact information for filing questions and delivery of acknowledgments.
• Payment method for the filing fee and any expedited fee.

During signing: Sections to verify

• Entity name: Match the survivor’s true legal name exactly.
• Assumed name: Include it if the true name is unavailable in Texas.
• Entity type: Confirm the correct post-transaction type.
• Jurisdiction: Confirm the correct post-transaction home jurisdiction.
• Effective date: State the exact date the transaction took effect.
• Transaction type: Check the correct box (conversion or merger) if the form asks.
• Survivor status: Confirm your entity is the survivor and remains the same legal person.
• Registered agent and office: Ensure your records are current. Use the proper process to update them if needed.
• Principal office: Provide a complete, accurate mailing address.
• Signature: Use an authorized signatory with title or capacity listed.
• Date of signature: Include the date you signed the amendment.
• Delivery return method: Provide an email or mailing address for confirmation.

After signing: Filing, notifying, storing

• Submit the signed amendment using your chosen filing method.
• Pay the correct fee. Include any required expedited fee if time-sensitive.
• Monitor for acceptance or rejection. Respond quickly to any inquiry.
• If rejected, fix the stated issue and resubmit promptly.
• Once accepted, save the filed acknowledgment and stamped copy.
• Store the filed copy with your minute book and transaction records.
• Update licenses, permits, and registrations to match the new information.
• Notify banks, lenders, insurers, payroll, and benefits providers.
• Update tax accounts and compliance systems to reflect the change.
• Inform customers, vendors, and landlords as needed.
• Update your website, invoices, and contracts with the new name or type.
• If you adopted an assumed name, ensure it appears on public-facing materials where required.
• Calendar a reminder to confirm all downstream updates are complete.

Common Mistakes to Avoid

• Using the wrong name format. Do not drop designators like “LLC” or “Inc.” Use the survivor’s exact legal name. If you shorten or alter the name, the filing can be rejected. Delays can affect scheduled closings and banking updates.
• Forgetting an assumed name when the true name is unavailable. Do not assume your new name is available in Texas. If it conflicts, adopt an assumed name and disclose it in the amendment. Missing this step can stall processing and marketing plans.
• Reporting the wrong effective date. Do not guess. Use the exact date from the conversion or merger documents. A wrong date can create compliance gaps and contract disputes.
• Amending when your entity did not survive. Do not file an amendment if your entity ceased in the merger. The survivor needs its own Texas registration. Filing an amendment for a non-survivor wastes fees and time.
• Omitting evidence when asked. Do not ignore a request for proof. Provide certified documents or officer certificates promptly. Without evidence, the filing office may reject your amendment.
• Having an unauthorized signer. Do not let an unauthorized person sign. Use an officer, manager, member, or director with authority. If the signer lacks authority, the filing can be invalid.

What to Do After Filling Out the Form

1. File the amendment through your chosen method. Include payment with any expedited option if available. Keep a record of the submission confirmation or tracking number.
2. Watch for acceptance. If you receive a notice of deficiency, address it fast. Common fixes include clarifying the survivor’s name, adding an assumed name, or correcting the effective date.
3. Once accepted, distribute copies internally. Share the filed acknowledgment with finance, legal, compliance, and operations. Ensure everyone updates templates and systems.
4. Update your registered agent and registered office if needed. Use the designated change process if the transaction caused an agent or address change. Keep your public records consistent.
5. Align third-party records. Notify banks to update signature cards and account names. Notify lenders to update security documents. Notify landlords to update leases. Notify insurers to update policies and certificates. Notify payroll and benefits providers to update records.
6. Align government and licensing records. Update tax accounts and permits. Update professional or industry licenses. If you use an assumed name, ensure it appears where required by law or policy.
7. Update customer-facing materials. Adjust your website, email signatures, invoices, and order forms. Use the new legal name or assumed name consistently. Avoid mixing old and new names in contracts.
8. Review contracts. Confirm that notices, assignments, and consents are in place if required by the agreement. Update counterparties with your new name and entity type. Keep written confirmations.
9. Audit compliance. Confirm that the annual report and franchise obligations align with the amended information. Calendar any post-closing covenants tied to the conversion or merger.
10. Retain records. Keep the filed amendment, transaction documents, and internal approvals together. Store digital copies with clear naming conventions. Set access controls for sensitive materials.
11. Plan for future changes. If more structural changes are coming, map the order of filings. Align internal and external updates to avoid mismatched records.