What does it mean to amend an LLC in Texas?
In Texas, the document that creates your LLC is the Certificate of Formation. Amending the LLC means formally changing something in that certificate so the state's record matches the current reality of your business. You do that by filing a Certificate of Amendment Form 424with the Texas Secretary of State.
As in every state, not every change to your company is an amendment to the formation document. Texas separates the founding facts in the Certificate of Formation from operational details like your registered agent, which are updated on their own form. Knowing which change belongs on which form is the difference between a smooth filing and a rejection.
When do you need to file Form 424?
You file a Certificate of Amendment when you are changing something stated in the Certificate of Formation, such as:
- The LLC's legal nameby far the most common reason, whether you are rebranding or correcting the registered name.
- The management structurefor example, converting between member-managed and manager-managed, or updating the named governing persons if your certificate lists them.
- The stated purpose or duration, if your certificate specifies these and they change.
The amendment gives the change legal effect with the state. Until it is processed, anyone searching the Secretary of State's records sees the old details.
When you do not need an amendment
Do not use Form 424 to:
- Change your registered agent or registered office. That is Form 401the Change of Registered Agent/Registered Office, a separate, cheaper filing.
- Update information for the Comptroller, such as details on your franchise tax report or Public Information Reportwhich are filed with the Comptroller, not the Secretary of State.
- Change internal ownership or profit allocations that live only in your company agreement.
How to file the amendment, step by step
- Approve the change internally as your company agreement requires, and record the decision.
- Complete Form 424. Identify the LLC by its Secretary of State file number and set out the exact amendment. For a name change, state the new name precisely.
- Confirm name availability first, if changing the name. The new name must be distinguishable from other Texas entities and meet LLC naming rules.
- File with the Secretary of State via SOSDirect online, by mail, or by fax with Form 807 for payment, and pay the fee.
- Update downstream records once processed: the IRS if the name changed, the Comptroller, your bank, licenses and contracts.
The fee and how long it takes
The Certificate of Amendment fee for a Texas LLC is around $150. That amount has been stable, but confirm the current fee with the Secretary of State before filing. Standard processing usually takes several business days and can run longer with workload; expedited service is available for an extra fee. Because processing times move, check the Secretary of State's current estimates rather than assuming a fixed turnaround. The amendment fee is separate from the annual franchise tax the LLC owes the Comptroller.
Once the amendment is processed, do not forget the downstream cleanup, which in Texas has one entity-specific wrinkle. Beyond the usual updates, the IRS if the name changed, your bank, licenses and contracts, you should make sure the name the Comptroller has on file for your franchise tax account lines up with the new legal name, so your annual franchise tax report and Public Information Report do not go out under a name that no longer matches the Secretary of State's record. A mismatch between the two agencies is a common source of confusion at filing time and, later, when you try to close the LLC and need the two records to reconcile for the account-status certificate.
Amendment vs. restated certificate of formation
If you have several changes to make, or your certificate has been amended repeatedly, Texas allows a restated Certificate of Formation that consolidates the original and all amendments into one current document. For a single change like a name, a Certificate of Amendment is simpler and cheaper; for tidying up a much-amended entity, restatement can be worthwhile. The general trade-offs are on our overview of LLC amendments.
When closing the LLC beats amending it
Amendment keeps the same company and changes a detail. But if what you really want is to be rid of this LLC, an amendment just keeps a company alive that is still generating obligations. This is where amendment connects back to dissolution.
A Texas LLC keeps owing its annual franchise tax report and Public Information Report to the Comptroller every year until it is formally terminated. Amending the LLC does nothing to stop that; only terminating it does. If you are amending because the original venture is finished and you are starting something genuinely different, it can be cleaner to close the old LLC, which in Texas means obtaining a Certificate of Account Status from the Comptroller and then filing the Certificate of Termination (Form 651), and form a fresh one, rather than carrying old history forward. The full sequence is on how to dissolve an LLC.
Deciding what to do next
If you are keeping the LLC and just need its name or formation details to reflect a change, Form 424 is a straightforward filing you can handle with the steps above. If the change is really a fresh start, weigh whether closing the old LLC and beginning clean serves you better, remembering that in Texas, termination requires the Comptroller clearance, so the franchise tax account needs to be current either way.
We do not sell amendment filing; our work is dissolution, terminating a Texas LLC properly, including the Comptroller clearance, so the state agrees it is done. If you are unsure whether to amend or to close and start over, a specialist can talk it through first with no obligation. For the broader picture, see the LLC amendment hub.