Form 424 – Certificate of Amendment

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

What is a Form 424 – Certificate of Amendment?

Form 424 is the Texas filing you use to change the facts in your entity’s certificate of formation. It amends the public record that defines key details of your Texas entity. You file it with the state when your company’s legal “articles” need an update. The amendment updates only what the certificate of formation covers. It does not touch your bylaws, company agreement, or internal policies.

You typically use this form if you run a Texas “filing entity.” That includes for‑profit corporations, nonprofit corporations, professional corporations, limited liability companies (LLCs), professional LLCs, limited partnerships, and professional associations. Sole proprietorships and informal general partnerships do not use this form. Registered limited liability partnerships have a separate filing for amendments to their registration.

You need this form when a major fact in your certificate changes. For a corporation, that could be a new corporate name or a change in authorized shares. For an LLC, it may be a switch from member‑managed to manager‑managed, or new governing persons. For a limited partnership, it might be a change in the general partners. For a professional entity, it may be a name update or a refined professional purpose to match licensing rules. If your registered agent or registered office changes, you can include that, too.

typical usage scenarios

You rebrand and need a new legal name. You increase authorized shares to admit a new investor. Your LLC brings in managers and moves away from member management. Your nonprofit adds or removes members as a class in the certificate. Your registered agent resigns, and you appoint a new agent and office. You add the authority for an LLC to establish series. You fix formation details that no longer match reality.

The form has two core parts. First, you set out the exact text of each amendment you adopt. Second, you confirm how the amendment was approved. You pick the effective date and sign as an authorized person. The filing becomes part of your permanent public record. Third parties rely on what it says. Make sure it matches your internal approvals and governing documents.

When Would You Use a Form 424 – Certificate of Amendment?

You use Form 424 any time your certificate of formation needs a legal update. Think of it as a surgical change to the original filing. If you only need to change the registered agent or office, a dedicated change filing also exists. Still, you can handle that change inside this amendment if you prefer one filing.

You would file it after a name change decision. The state will not recognize your new legal name until it appears in the public record. Banks, title companies, and licensing boards will look to the state record first. If your name no longer fits your business, file the amendment before you roll out the new brand. You also use it to add the required entity identifier to your name if you are missing one.

You would file it when you alter your governance structure. An LLC that elects to be manager‑managed must show that change and list the governing persons. A corporation that fixes a fixed number of directors in its certificate must amend the number if it changes. A limited partnership must update its general partner information if it changes. Professional entities often need to track governing persons to match license status.

You would file it when your capitalization changes. Corporations use the form to increase or decrease authorized shares. You also use it to create new classes or a series of shares. If rights or preferences change, you describe those terms or attach a schedule. Lenders or investors will require that the public record reflect those changes.

You would file it to refine your purpose. Many entities operate under a general purpose. Some, such as professional entities, must state a professional purpose. If your practice scope changes, you update the purpose language to reflect current licensing rules.

You would file it to add series authority for an LLC. If your certificate did not include a series of languages, you can add it by amendment. That allows you to form a series later, subject to the law. You may also form a registered series through a separate filing. The amendment creates the legal foundation for series structuring.

You would file it to correct information that was accurate at formation but has since changed. You do not use it to fix a typographical error from day one. That is a different filing. Use this form when reality changes and your public charter must catch up.

Legal Characteristics of the Form 424 – Certificate of Amendment

Form 424 is legally binding when filed and accepted. It modifies the certificate of formation under Texas law. Once effective, the amendment controls against inconsistent earlier terms. Third parties can rely on the public record as evidence of your entity’s legal facts.

Enforceability rests on three pillars. You must have the authority to adopt the amendment. You must state the correct amendment text. You must properly sign and file. Authority depends on the entity and the subject. Corporations usually need board approval and shareholder approval. LLCs follow the company agreement and default rules. Limited partnerships require the consent of general partners. Nonprofits follow their governing documents and statutes. If a class vote is required, you must show that it passed.

The filing becomes part of your public file. The state reviews it for compliance with name rules, entity identifiers, and statutory requirements. If you change the registered agent, you must state that the new agent has consented in writing to serve. You keep that written consent in your records. You do not submit the consent with the filing unless requested.

The form allows you to pick the effective date and time. You can make it effective on filing. You can set a future date within a short window. You can also tie effectiveness to a future event that occurs within a short window. You must be precise on delayed effectiveness, so third parties can tell when it takes effect.

Certain changes trigger extra legal checks. A name change must be distinguishable from other entity names on file. It must include the correct identifier, such as “Inc.” for a corporation or “LLC” for an LLC. A change in share rights or par value may require separate class votes. A shift to a professional purpose must match licensing restrictions and naming rules. Creating a series authority has legal effects on asset segregation. It must follow the exact statutory wording for a series notice.

This filing does not convert your entity to a different type. You need a different file to convert. It also does not merge you with another entity. A merger requires separate documents. If you need to restate your entire certificate, a restated certificate form may serve better. Use Form 424 when you want targeted, specific amendments.

After filing, update your internal books and third parties. Update bylaws or your company agreement as needed. Align stock ledgers or membership records with the amended terms. Notify your bank, insurers, key contracts, and licensing boards of a name or governance change. For a name change, update assumed name records if you use a DBA. Update tax and payroll accounts so records match the new legal name.

How to Fill Out a Form 424 – Certificate of Amendment

1) Confirm the amendment and approvals you need.

• Identify the exact certificate item to change. Focus only on facts that live in the certificate of formation.
• Review your governing documents. Confirm who must approve the change. For corporations, plan for board action and shareholder votes. For LLCs, check the company agreement and default rules. For limited partnerships, secure general partner approval. For nonprofits, confirm member approval if required.
• Draft and adopt resolutions to approve the amendment. Record the vote totals. Note any class or series votes if shares are affected.

2) Check the name rules if you will change the legal name.

• Confirm the new name includes the correct entity identifier. Use “Inc.” or a similar term for a corporation. Use “LLC” or a similar term for an LLC. Use “LP” or a similar term for a limited partnership. Professional entities must use the required professional identifier.
• Pick a name that is distinguishable in the records of the state. Avoid names that are deceptively similar to an existing entity.

3) Prepare the amendment text.

• Form 424 does not “ask questions” about each change. You must supply the exact text of each amendment. Set out each change clearly. Keep the language simple and direct. Use separate paragraphs for each article you amend.
• For a name change, use clear wording. Example: “Article 1. The name of the entity is changed to [New Name], which includes the required organizational designation.”
• For a registered agent or office change, include consent. Example: “Article 2. The registered agent is [Full Name]. The registered office is [Street Address, City, Texas ZIP]. The new registered agent has consented in writing to serve.”
• For an LLC management change, update governance and list governing persons. Example: “Article 3. The company is managed by managers. The names and addresses of the managers are: [List each name and address].”
• For corporate shares, set the new authorization and rights. Example: “Article 4. The corporation is authorized to issue [Number] shares, [par value or no par value]. The designations, preferences, limitations, and relative rights of each class or series are set forth on Schedule A attached.”
• For a purpose change, state the new purpose. Keep it within legal bounds. Professional entities should mirror licensing statutes. Example: “Article 5. The purpose is to engage in the professional practice of [discipline], subject to licensing laws.”
• For series authority in an LLC, add the required series notice. Use precise statutory phrasing that allows asset segregation by series. You can then create a registered series later with an additional filing.

4) Complete the statement of approval.

• State the date the amendment was adopted.
• Identify who approved it and how. For a corporation, state that the board adopted the amendment and that the shareholders approved it. Include the vote counts or confirm that the votes cast were sufficient for approval. If a class vote was required, state the separate votes by class. For an LLC, state that members or managers approved the amendment under the company agreement and law. For a limited partnership, state that the general partners approved it. Add limited partner approval if required. For a nonprofit, state whether members, the board, or both approved it.
• If no owners have been issued yet, state that the incorporators or organizers approved the amendment, if allowed.

5) Choose the effectiveness of filing.

• Select “upon filing” if you want immediate effect when accepted.
• Or set a future effective date. The date must fall within a short statutory window from the filing date.
• Or tie effectiveness to a future event or fact. The event must occur within the same short window. Describe the event clearly so third parties can verify it.

6) Identify the entity and its file number.

• Provide the current exact legal name. Use the name on the state’s records before the amendment.
• Include the state file number. You will find it on prior filings or your formation approval.

7) Prepare attachments for complex terms.

• Use a schedule for detailed share terms, conversion rights, preferences, or limitations. Label it “Schedule A” and reference it in the amendment text.
• Use an attachment if you need more space for governing person lists. Make sure the main form shows that an attachment is included.
• Keep attachments clean and numbered. Attach only content that relates to the amendment.

8) Sign the form with proper authority.

• The form must be signed by an authorized person. For corporations, an officer signs. For LLCs, a manager or member signs, based on management structure. For limited partnerships, a general partner signs. For professional associations or cooperatives, follow the required officer signatures.
• Print the signer’s name and title under the signature. Date the signature. A notarization is not required.

9) Pay the filing fee and submit.

• A filing fee applies. The amount depends on the entity type. Confirm the correct fee before you submit.
• File by mail, in person, or through an online filing system. Include the fee and all attachments. Keep a copy of everything you submit.

10) Keep the registered agent consent on file if you changed agents.

• If you changed the registered agent, retain the agent’s written consent with your company records. The consent is not submitted with the amendment unless requested.

11) Update your records after acceptance.

• Place the stamped amendment in your minute book or company records. Update bylaws or your company agreement to match the new terms. Update stock ledgers or membership interest schedules.
• Notify banks, lenders, insurers, and key vendors. Provide the new name or governance details as needed. For a name change, update licenses, permits, and tax accounts. Update assumed name certificates if you use a DBA that references the old name.

12) Avoid common mistakes.

• Do not amend items that do not belong in the certificate. Principal business address, officer rosters for corporations, or routine internal rules usually belong in the bylaws or the company agreement.
• Do not forget class votes for share changes. If you alter rights or preferences, separate class approval may be required. State that the vote met the required threshold.
• Do not omit the registered agent consent statement when changing agents. The state can reject the filing if the consent statement is missing.
• Do not set an effective date outside the allowed window. An invalid date will delay acceptance.
• Do not use this form for a conversion, merger, or full restatement. Use the proper filing for those transactions.

Practical examples help you visualize the process. Your corporation increases authorized shares from 1,000 to 5,000 to close a seed round. You draft an amendment that replaces the share article. You attach Schedule A to the new class rights. The board approves. Shareholders approve, including a separate vote by the preferred class. You file Form 424, list the adoption date, and select “upon filing.” The state accepts it. You then issue shares under the new authorization.

Your LLC moves to manager management and adds two managers. You amend the governance article and list both managers with addresses. Members approve the change as required by the company agreement. You file the amendment and update your banking resolutions. Lenders now see managers listed in the public record, easing account control.

Your professional corporation updates its name to reflect a merger of practices. You choose a name with the correct professional identifier. You amend the name article and confirm that the professional purpose remains the same. The board adopts the change. Shareholders approve. You file the amendment. You then update signage, letterhead, and license records to match.

If you prepare clear amendment text, secure the right approvals, and sign with authority, your filing should proceed smoothly. Keep your language short and specific. Align the public record with your internal records. That will help you avoid delays, rejections, or future disputes.

Legal Terms You Might Encounter

• Certificate of Amendment. This is the legal filing that changes information in your original formation document. Use it when you change your entity name, share or membership structure, registered agent, or other core details.
• Certificate of Formation (or Articles). This is the original document that created your entity. Your amendment must refer to and change specific parts of this original document.
• Amendment Text. This is the exact wording of what you are changing. You must write the full, precise text that replaces or adds to the original provision.
• Governing Authority. This is the decision-maker who approves the amendment. It could be the board, managers, members, or shareholders, depending on your entity. Your form must reflect that the correct group approved the change.
• Voting Requirement. This is the level of approval needed to adopt the amendment. It might be a majority, supermajority, or unanimous consent, as your governing documents require. You should document the vote and state that approval occurred.
• Effective Date. This is when the amendment becomes legally active. You can choose a filing date or a future date. Make sure your operations plan matches this timing.
• Delayed Effective Date or Event. You can set a future date or tie effectiveness to a stated event. State rules set limits on how far out you can delay. Use this if you need time to switch systems or notify partners.
• Registered Agent and Registered Office. These are your official point of contact and address for legal papers. If you change either, list the new agent and office clearly and ensure the agent has agreed to serve.
• Restated Certificate. This is a clean, consolidated version of your formation document after all amendments. You can choose to file a restated certificate with the amendment for clarity.
• Entity Filing Number or ID. This is the state-issued identifier for your entity. Include it to match your amendment to the correct record and speed processing.
• Execution and Capacity. The person signing must have authority to bind the entity. List their title and sign in their official capacity, not as an individual.
• Classes and Series (for shares or interests). These define ownership categories and rights. If you create, split, or change classes or series, state the terms clearly in the amendment text.

FAQs

Do you use this form to change your company name?

Yes. State the new name exactly as you want it to appear on the public record. Check that the name is distinguishable before you file. After approval, update your licenses, bank accounts, and contracts.

Do you need owner or board approval before filing?

Yes. Get the approval required by your governing documents and state law. Record the date, vote, and authority in minutes or a written consent. Keep that record with your company files.

Do you have to include the full amendment text?

Yes. Write the exact language that changes or replaces the prior provision. Do not summarize or cross-reference internal memos. If the text is long, attach it and note the attachment in the form.

Can you restate your formation document at the same time?

Yes. You can file a restated certificate with your amendment to produce one clean document. This helps you and third parties read the current terms in one place. It does not change the effect of the amendment itself.

Can you set a future effective date?

Yes. You may choose a future date or an event-based effective time. State rules limit the delay period. Pick a date that gives you time to notify partners and update systems.

What if you discover an error after filing?

You may file a corrective instrument to fix a clerical error. If the issue is a policy or structural choice, you will file another amendment. Corrections do not usually backdate legal effects. Review before filing to avoid this step.

How long does processing take, and can you expedite?

Processing times vary by workload and method of filing. Expedited handling may be available for an extra fee. Build buffer time into your project plan for approval and downstream updates.

Do you need to notify others after approval?

Yes. Notify your tax and licensing accounts, banks, insurers, payroll provider, major vendors, landlords, and contract counterparties. If you changed ownership terms, update your cap table and investor records.

Checklist: Before, During, and After the Form 424 – Certificate of Amendment

Before signing: Information and documents you need

• Your exact legal entity name and state-issued ID number.
• A clean copy of your current certificate of formation.
• Drafted amendment text, ready to paste or attach.
• Approval pathway: who must approve and the required vote.
• Board, member, or shareholder resolutions or written consents.
• The effective date choice: filing date, future date, or event-based.
• Registered agent and registered office details, if changing.
• Confirmation that your new name is available, if renaming.
• Decision on whether you will file a restated certificate.
• Any attachments: amendment exhibits or restated document.
• Signer’s name, title, and authority to sign.
• Filing method plan and payment method.
• Contact the person’s phone and email for questions from the filing office.
• Return address or email for confirmation and stamped copies.

During signing: Sections to verify

• Entity name and filing number match the public record.
• The amendment text is exact, complete, and free of internal references.
• Only the provisions you intend to change are included.
• Class or series changes describe rights, preferences, and limitations clearly.
• Registered agent and office details are complete and accurate.
• The governing authority named matches your resolutions.
• The approval statement reflects the correct vote or consent.
• The effective date or event is clearly stated and realistic.
• Attachments are labeled and referenced in the form.
• The signer’s title shows authority to bind the entity.
• Dates on the form match your approval documentation.
• All required fields are filled. No blanks that invite rejection.

After signing: Filing, notifying, and storing

• File the form and attachments with the filing office using your chosen method.
• Pay the required fee in the correct amount and format.
• Track the submission until you receive confirmation and a stamped copy.
• Save the stamped copy, the filed form, and all approvals in your records.
• Update your company minute book and formation document index.
• If you filed a restated certificate, replace the prior compilations you use internally.
• Update your cap table, unit ledger, or share register if ownership terms changed.
• Notify banks, insurers, payroll, and key vendors of changes.
• Update tax and licensing accounts to reflect any new name or address.
• Update contracts, website, stationery, and signage, as needed.
• Calendar a follow-up review to confirm all downstream updates are complete.

Common Mistakes to Avoid

• Skipping approval documentation. Don’t file without proper approvals in hand. The filing office can reject the form. Even if accepted, your change could be challenged internally.
• Vague or partial amendment text. Don’t paraphrase. Use exact language that replaces or adds specific clauses. Vague text causes confusion and can trigger rejection or disputes.
• Wrong or unauthorized signer. Don’t let someone sign without authority. The filing office may reject the document, and the amendment may be ineffective.
• Name change without an availability check. Don’t announce or print materials before you confirm the name can be used. If unavailable, you waste time and money and must rework filings.
• Conflicting or cascading changes. Don’t create inconsistencies with your bylaws, company agreement, or prior amendments. Conflicts cause compliance issues and could invalidate parts of your governance.
• Bad effective date choices. Don’t pick a past date or a date beyond the allowed limits. The filing office may reject the submission, delaying your plans.
• Changing registered office without agent readiness. Don’t list a new agent or address before confirming consent and accuracy. Misrouted legal notices create risk and default judgments.

What to Do After Filling Out the Form

1. Run a final review. Compare the form to your resolutions and amendment text. Check names, dates, and the effective date one more time.
2. Assemble attachments. Include any exhibits or a restated certificate, if used. Make sure they are labeled and referenced in the form.
3. Prepare payment and contact details. Confirm the payment method and a reliable contact for the filing office.
4. Submit to the filing office. Use your chosen method and keep proof of submission. If you need faster handling, request it at submission if available.
5. Track status. Watch for acceptance or any request for correction. Respond quickly to avoid delay.
6. Receive and store the stamped copy. Save digital and paper copies. File them with your approvals and internal registers.
7. Implement the change on the effective date. Update your website, stationery, signatures, and contracts. Make sure your teams know when to switch to the new details.
8. Notify third parties. Inform banks, payment processors, insurers, payroll, and key vendors. Provide the stamped copy if they ask for proof.
9. Update government and licensing accounts. Align tax, permits, and local registrations with the new information. Check renewal cycles to avoid lapses.
10. Align internal governance. Update your operating agreement, bylaws, equity plan, and any related policies. If you changed classes or series, update your cap table and investor communications.
11. Communicate with owners and stakeholders. Send a notice or circular summarizing the changes and the effective date. Include links to your updated governance documents within your internal systems.
12. Audit downstream systems. Check email signatures, invoice templates, accounting software, and payroll reports. Confirm the new name, address, or ownership terms display correctly.
13. Plan follow-up filings, if needed. If the amendment triggers other registrations or licenses, calendar those next steps. Use the stamped copy as your proof of change.
14. Keep a change log. Record what changed, why, who approved, and the effective date. A clear log helps with audits, diligence, and leadership transitions.
15. Revisit your compliance calendar. Add reminders for future amendments you anticipate, like additional share authorizations or governance refinements.