Amending Your Texas LLC — Certificate of Amendment (Form 424)

When your LLC's legal details change — name, registered agent, management structure, or other provisions in your Certificate of Formation — you must file a Certificate of Amendment with the Texas Secretary of State. The filing fee is $150 and can be done online via SOSDirect. For all post-formation requirements, see our compliance guide.

When You Need to File an Amendment

An amendment (Form 424) is required when you change any provision in your original Certificate of Formation:

• LLC name change — switching to a new legal name
• Management structure — changing from member-managed to manager-managed (or vice versa)
• Duration — changing from perpetual to a specific term (or the reverse)
• Purpose — narrowing or broadening the stated purpose
• Series LLC provisions — adding series language to enable a Series LLC
• Registered agent/office change — though this can also be done via the simpler Form 401 ($15)
• Any other provision in the Certificate of Formation you want to modify

Note: Changes to your operating agreement (profit sharing, member additions, internal rules) do NOT require a state amendment — those are internal documents.

How to File Form 424

Online via SOSDirect:

1. Log in to https://direct.sos.state.tx.us/
2. Navigate to "Amendments" or "File a Document"
3. Select "Certificate of Amendment — Domestic LLC"
4. Enter your LLC's SOS file number
5. Specify what is being amended and the new provision
6. Pay $150 fee
7. Submit

Processing time: 5-7 business days (same as initial filing)

By mail:

• Download Form 424 from https://www.sos.texas.gov/corp/forms/424_boc.pdf
• Complete the form specifying the exact article being amended and the new text
• Mail with $150 payment to: Secretary of State, P.O. Box 13697, Austin, TX 78711-3697
• Processing: 2-3 weeks

Cost

Tip: If you only need to change your registered agent or registered office address, use Form 401 instead of Form 424 — it is only $15 versus $150.

Specific Amendment Scenarios

Changing your LLC name:

• File Form 424 specifying the current name and the new name
• The new name must meet all Texas naming requirements (distinguishability, LLC designator)
• After amendment is filed, update: registered agent records, Comptroller, bank accounts, contracts, licenses, EIN (file Form 8822-B with IRS)
• Your EIN does not change when you change your LLC name

Switching management structure:

• Changing from member-managed to manager-managed requires Form 424
• Include the names and addresses of the new managers
• Update your operating agreement to reflect the new structure

Adding Series LLC provisions:

• If your LLC was not originally formed as a Series LLC and you want to add series capabilities
• File Form 424 adding the required language per the Texas Business Organizations Code
• This allows you to create protected series going forward

FAQ

Do I need member consent to file an amendment?

Yes. Under the Texas Business Organizations Code, amending the Certificate of Formation requires the consent specified in your operating agreement. If your agreement is silent, BOC default rules apply — typically requiring majority consent of members. For manager-managed LLCs, the managers may have amendment authority depending on the operating agreement.

How long does an amendment take to process?

Online through SOSDirect: 5-7 business days. By mail: 2-3 weeks. You can check status on SOSDirect using your SOS file number.

Can I amend multiple provisions at once?

Yes. A single Form 424 can amend multiple articles simultaneously. You pay one $150 fee regardless of how many provisions you change in that filing.

Does amending my Certificate of Formation affect my EIN?

No. Your EIN stays the same regardless of amendments — including name changes. After a name change, notify the IRS by filing Form 8822-B so their records reflect the new name, but the EIN number itself does not change.