Corporation Charter Amendment and Legal-Name-Change Requirements in Texas

At a glance

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.