Texas: Corporation Charter Amendment and Legal-Name-Change Requirements
The short answer
Texas generally requires the board to adopt the proposed certificate amendment and, if shares are outstanding, submit it for approval by at least two-thirds of the outstanding shares entitled to vote, plus any required class or series vote. A narrow board-only exception applies before shares are issued and to listed post-share changes; the corporation then files a $150 certificate of amendment, ordinarily signed by an officer.
Ask Ezel about your situation
This is the general rule in Texas. Ask about your specific facts and see which parts of current Texas law apply, with citations to the statutes.
| Governing law, document, entity, and scope | Texas Business Organizations Code; file a certificate of amendment or an amending restated certificate with the Secretary of State (§§ 3.052-.053) |
|---|---|
| Amendable provisions and name-change boundary | May add, alter, or delete a provision allowed in a new certificate or change ownership interests; a new name must remain distinguishable and use a corporate designator (§§ 3.051, 5.053-.054) |
| Authority before shares issue | If no shares are issued and outstanding, the board may amend by resolution without shareholders; one or more directors may sign (§§ 21.053(a), 3.054) |
| Board proposal, recommendation, and abandonment | Board resolution states the proposed amendment and may reserve power to abandon it before the filing takes effect (§ 21.052(a), (b-1)) |
| Shareholder notice, consent, quorum, and vote | Meeting notice 10-60 days before with amendment or summary; default quorum is a majority; default approval is two-thirds; unanimous consent or charter-authorized threshold consent is available (§§ 21.055, 21.353, 21.358, 21.364(b), 6.201-.202) |
| Class, series, nonvoting shares, and appraisal | Separate two-thirds class/series votes ordinarily apply to listed adverse changes, including otherwise nonvoting shares; amendment appraisal is limited to a public-benefit election or cancellation (§§ 21.364(c)-(g), 21.365, 10.354(a)(1)(G)) |
| Board-only, agent, correction, and bylaw routes | Narrow board-only designator, stale-information, series, or share-reclassification changes; agent-only changes use a statement, errors use correction, and bylaws use separate authority (§§ 21.053, 5.202, 4.101-.105, 21.057-.058) |
| Contents, signer, fee, and effective time | State current name/type, each changed provision and new text, and approval; officer signs, or director before shares; $150; filing or delayed/future-event effect up to 90 days; no notarization (§§ 3.053-.054, 4.051-.056, 4.152; Form 424) |
| Restatement, publication, and name follow-up | Restatement may consolidate or amend and costs $300; no ordinary publication step appears; former-name suits continue after a name change (§§ 3.056(c), 3.057-.060, 4.152; Form 424) |
| Special-entity and disputed-change boundaries | Ordinary private for-profit only; public-benefit amendments can trigger appraisal, while regulated, securities, tax, foreign-registration, lender, investor, and disputed-control issues are outside this survey (§ 10.354(a)(1)(G)) |
Compare this rule across all 50 states + DC →
Requirements one by one
Texas uses a certificate of amendment or an amending restatement
Under §§ 3.051-3.054, an amendment is permitted only if the resulting provision
could appear in a newly filed certificate or if it effects a listed ownership-
interest change. The corporation files either a certificate of
amendment or a compliant restated certificate. The amendment filing identifies
the current entity and each provision added, altered, or deleted, gives the new
text for an addition or alteration, and states that approval complied with the
Code and governing documents.
A new legal name remains subject to §§ 5.053 and 5.054. It must be
distinguishable in the Secretary of State's records and contain “company,”
“corporation,” “incorporated,” or “limited,” or an abbreviation.
Before shares, the board acts without shareholders
Section 21.053(a) lets the board adopt the amendment by resolution without
shareholder approval when the corporation has no issued and outstanding shares.
Section 3.054 ordinarily requires an officer to sign, but when the pre-share
board adopts the amendment, one or more directors may sign instead.
After shares, the board starts the ordinary route
Under §§ 21.052-21.055, the board adopts a resolution stating the proposed
amendment. If shares are issued and outstanding, those provisions require the resolution
to direct submission to shareholders and require written notice containing the
amendment or a summary. The board resolution may reserve authority to abandon
the amendment before the filing takes effect, even after shareholder approval.
Under § 21.353, the ordinary meeting notice falls between the 60th and 10th day
before the meeting. Section 21.358's default quorum is a majority of shares
entitled to vote, present or represented by proxy, subject to permitted charter
variation. Section 21.364 then defaults approval to at least two-thirds of all
outstanding shares entitled to vote, not merely two-thirds of votes cast.
Under §§ 6.201-6.202, all entitled voters may
sign a unanimous written consent. If the certificate authorizes it, holders with
the minimum votes that would be necessary at a fully attended meeting may act by
written consent, and the corporation must promptly notify nonsigning owners.
Class voting can include otherwise nonvoting shares
Section 21.364(d) lists amendments that ordinarily require separate class or
series approval, including changes to authorized shares, par value, preferences,
rights, exchanges, reclassifications, and certain preemptive or cumulative-voting
rights. The default threshold under § 21.364(c) is two-thirds of the outstanding
shares in each entitled class or series as well as two-thirds of shares otherwise
entitled to vote.
Under § 21.364(e), that separate vote ordinarily includes a class or series that
does not otherwise vote. Sections 21.364(e-1) and 21.365 allow specified charter
variation, including lawful single-class treatment. Ordinary charter amendments
do not carry a general appraisal right: § 10.354 limits amendment appraisal to
adding or deleting the public-benefit-corporation election, subject to its own
exceptions and procedure.
Board-only, correction, agent, and bylaw routes are narrow
Section 21.053(c) permits board-only post-share amendments for listed matters,
including switching only the required corporate word or abbreviation, omitting
organizer or director information, removing already-effective share-transaction
language, and specified one-class reclassifications. It does not turn a general
legal-name change into a board-only action.
An agent-only or registered-office-only change uses the separate statement in
§ 5.202. Under §§ 4.101-4.105, a certificate of correction can fix an
inaccurate, erroneous, or defectively executed filing, but only within the
statements the original filing could lawfully contain. A correction generally
relates back, except against a person adversely affected by it. Bylaw changes use
the separate authority in §§ 21.057-21.058 rather than a certificate
amendment unless the charter itself must change.
Filing and effectiveness are separate from approval
Under §§ 3.053 and 3.054, the filing gives the current name and entity type,
identifies every changed provision, supplies added or altered text, recites
proper approval, and is ordinarily signed by an officer. Section 4.152 sets the
for-profit certificate-of-amendment fee at $150.
Under §§ 4.051-4.057, filing is the default effective event, but the corporation may use
a specified delayed date or future event. The outside date is the 90th day after
signing. A future-event filing also requires the follow-up statement in § 4.055
within 90 days after filing; without it, the instrument does not take effect.
The current Form 424 instructions say the certificate need not be notarized and
paper submission is made in duplicate.
Restatement is a different filing choice
Under §§ 3.057-3.060, a restated certificate may consolidate the
current governing text and, if properly approved, add new amendments. A
restatement without a new amendment does not itself require shareholder approval;
a restatement with a new amendment carries the amendment-approval statements.
Section 4.152 sets the restatement filing fee at $300.
The amendment provisions and current Form 424 instructions state no ordinary
publication step. Under § 3.056(c), a name change does not end an action brought
by or against the corporation in its former name. Separate tax, permit, bank,
contract, title, trademark, and foreign-registration consequences remain outside
this survey.
What trips people up
A preliminary name check is not the amendment. The proposed legal name must pass
the filing-office distinguishability review when the certificate is submitted,
and a broad name change after shares are outstanding ordinarily needs the full
board-and-shareholder route. The board-only name rule covers switching the
required word or abbreviation, such as changing one permitted designator to
another.
Approval also does not make the change effective. If the filing uses a future
event, the separate § 4.055 statement is mandatory within 90 days after filing.
Missing it prevents the certificate from taking effect.
Common questions
Is the Texas amendment vote two-thirds of votes cast?
No. The default in § 21.364(b) is at least two-thirds of the outstanding shares
entitled to vote. The certificate can lawfully vary the threshold, but not below
a majority under § 21.365.
Can shareholders approve without a meeting?
Yes. Section 6.201 permits unanimous written consent. Section 6.202 also permits
the certificate to authorize action by the minimum vote that would be necessary
at a fully attended meeting, with prompt notice to nonsigners.
Does Form 424 need notarization?
No. The current Secretary of State instructions say the certificate need not be
notarized. The authorized officer or, for the qualifying pre-share route, one or
more directors still must sign.
Is a restatement the same as a correction?
No. A restatement assembles the effective charter text and may include properly
approved new amendments. A certificate of correction fixes an inaccuracy, error,
or defective execution in a filed instrument and cannot be used to make a
substantive change the original filing could not contain.
Statutes and sources
- Texas Business Organizations Code Chapters 3, 4, 5, 6, 10, and 21 — current
Texas Legislative Council text, accessed August 15, 2026. - Texas Secretary of State Form 424 and instructions — current filing contents,
execution, effectiveness, delivery, and fee information, accessed August 15,
2026.
Source links
Every statute quoted above, linked, with the date we checked it.
Get the answer for your situation
You just read how Texas handles this in general. Ask your specific question and see which parts of current Texas law apply to your facts, with citations.
Opens in Ezel Pro. Every answer cites the authority it relies on.