Corporation Registered-Agent Change and Resignation Requirements in Texas
At a glance
| Governing law, entity, agent, and scope | Texas Business Organizations Code Chapters 4, 5, 11, and 21; ordinary domestic for-profit corporation and its registered-agent filing, not a provider contract or foreign qualification (§§ 21.002(5), 5.201-.208) |
|---|---|
| Continuous agent and office; eligibility | Continuously maintain Texas agent and office; agent is consenting Texas- resident individual or consenting registered/authorized organization other than corporation itself; same-address business office; serviceable street, not solely mailbox/answering service; organization keeps employee available in normal hours (§§ 5.201-.2011) |
| Corporation change authority and internal approval | Corporation files statement to change agent, office, or both; statement recites authorization and an authorized person signs, but cited change provisions name no separate board or shareholder approval threshold (§§ 5.202(b)(6), 4.001; Form 401) |
| Statement contents, signer, consent, and filing | State entity name, current agent and street address, new agent and/or new office street address, authorization, and address identity; authorized signer affirms new-agent consent, which need not be attached; Form 401 asks file number and duplicate submission and supports approved paper, electronic, courier, or other delivery (§§ 5.202, 5.2011, 4.001; Form 401) |
| Registered-office and agent-office address rules | Registered office is a Texas street address where personal service can occur and equals agent's business-office address; need not be corporation's business office; cannot be solely mailbox or answering service; organization agent keeps employee available in normal business hours (§ 5.201(b)-(d)) |
| Agent-initiated, bulk, and commercial-agent changes | Agent or authorized signer may change agent name, registered-office address, or both after written notice to entity at least 10 days before filing; statement may cover multiple entities; $15 per corporation with $750 maximum for simultaneous filings; cited Texas provisions have no separate commercial-agent listing system (§§ 5.203, 4.152(7)) |
| Agent resignation, notice, delay, and successor gap | Agent first gives written notice to entity at latest known address, then notifies filing officer before day 11 with address and notice date; appointment and office end on day 31 after Secretary receives notice; filing is free and Secretary notifies entity; no successor-appointment acceleration stated; nonconsenting agent may instead file free rejection effective on acceptance (§§ 5.204-.205; Form 402) |
| Effective time, fee, report, and correction routes | Accepted statement amends certificate; filing defaults effective on filing but Form 401 permits date/event delay no later than 90 days; $15 corporation fee; Texas has no ordinary SOS annual-report change route in cited framework; certificate of correction fixes original inaccuracy, not a later change (§§ 4.051-.058, 4.101-.105, 4.152(6); Form 401) |
| Service, default, dissolution, foreign, and contract boundaries | If no agent is maintained or agent cannot with reasonable diligence be found, Secretary becomes service agent; duplicate-copy service and fee, returnable at least 30 days; failure to cure agent/office lapse before day 91 after mailed notice permits involuntary termination, with reinstatement a separate route; filing does not cure past service or provider-contract issues (§§ 5.251-.252, 11.251-.253) |
Requirements one by one
Tex. Bus. Orgs. Code § 21.002(5) defines the domestic corporation covered here as a Texas for-profit corporation subject to Chapter 21. Chapters 4 and 5 govern the filing and agent record, while Chapter 11 supplies the administrative- termination consequence.
Continuous agent, office, and eligibility
Tex. Bus. Orgs. Code § 5.201 requires the corporation to continuously maintain both a registered agent and registered office in Texas. The agent may be a consenting Texas-resident individual or a consenting organization registered or authorized in Texas, but not the represented corporation itself.
The agent's business office and the registered office use the same address. It must be a Texas street address where personal service can occur; it need not be the corporation's place of business and cannot be solely a mailbox or answering service. An organization agent must keep an employee available there during normal business hours.
Under Tex. Bus. Orgs. Code § 5.2011, the organizer or managerial official who designates the agent affirms that the agent consented. Continued service after a majority ownership transfer separately affirms that the governing authority verified continued consent.
Corporation-filed change and execution
Tex. Bus. Orgs. Code § 5.202 lets the corporation change the registered agent, office, or both by filing a statement. It states the entity, current agent and street address, new agent and/or new office, entity authorization, and identity between the office and agent-business addresses. Acceptance amends the relevant certificate-of-formation provision.
The section requires an authorization recital but does not name a separate board or shareholder vote. Tex. Bus. Orgs. Code § 4.001 requires an authorized person's signature and permits delivery in person, by mail, courier, electronic transmission, or another approved method; proof of signing authority is not a filing prerequisite.
Current Secretary of State Form 401 also requests the state file number and current record, directs duplicate submission for its listed paper/fax route, and makes the signer affirm the new agent's consent. The consent itself need not be attached or signed on Form 401.
Address changes, bulk filings, and correction
Tex. Bus. Orgs. Code § 5.203 gives the registered agent a separate route to change its name, the registered-office address, or both. The agent or authorized signer states the old and new information and recites that written notice went to the corporation at least 10 days before filing. One statement may cover more than one represented entity.
Texas does not use a separate commercial-agent listing system in the cited provisions. Tex. Bus. Orgs. Code § 4.152(6)-(7) charges $15 for either the corporation's change statement or an agent's name or address statement and caps simultaneous agent filings for more than one corporation at $750.
Tex. Bus. Orgs. Code §§ 4.101-4.105 provide a certificate-of-correction route for an inaccuracy, error, or defect in the original filing. That route is not a substitute for reporting a later change under § 5.202 or § 5.203.
Resignation, rejection, and duties
Under Tex. Bus. Orgs. Code § 5.204, the agent first gives written resignation notice to the corporation at its latest known address. Before the 11th day after that notice is mailed or delivered, the agent sends the filing officer the entity address, notice statement, and notice date. The appointment and office terminate on the 31st day after the Secretary receives the notice; successor appointment does not appear as a separate acceleration event. The filing is free, and the Secretary also notifies the corporation. Form 402 captures the entity, state file number, notice address and date, and resigning-agent signature.
Tex. Bus. Orgs. Code § 5.205 gives a person named without consent a different, immediate rejection route. Acceptance terminates the appointment and office, the Secretary tells the corporation to replace them, and no fee applies.
Tex. Bus. Orgs. Code § 5.206 narrows the statutory job to receiving and forwarding or otherwise notifying the corporation about process, notices, and demands, plus sending legally required or permitted notices to the corporation's latest supplied address. A nonconsenting appointee need not perform those duties.
Effective time, fee, service, and default
Tex. Bus. Orgs. Code §§ 4.051-4.058 default a filing instrument to effectiveness on filing but permit a specified date or event, generally no later than the 90th day after signing. Form 401 includes the immediate, delayed-date, and future- event choices. Section 4.152(6) sets the ordinary for-profit-corporation change fee at $15; Texas does not supply a general Secretary-of-State annual-report change route for this corporation in the cited framework.
Tex. Bus. Orgs. Code §§ 5.251-5.252 make the Secretary of State the service agent when the corporation lacks an agent or the agent cannot with reasonable diligence be found at the registered office. Service uses duplicate copies and the required fee, and notice is returnable in at least 30 days.
Under Tex. Bus. Orgs. Code §§ 11.251-11.253, the Secretary may mail notice of an agent or office lapse and terminate the corporation if it has not corrected the failure before the 91st day after mailing. Issuance of the certificate ends the entity's existence; reinstatement after correction is a separate filing route.
What trips people up
The new agent's consent is required even though it is not attached to Form 401. The authorized signer makes the affirmation, and Tex. Bus. Orgs. Code §§ 5.201 and 5.2011 supply the underlying consent rule.
Agent-filed change is not resignation. Section 5.203 uses ten-day advance notice and may cover multiple entities; § 5.204 uses entity-first resignation notice, a filing-officer deadline, no fee, and a day-31 termination.
Losing the agent does not prevent service. Sections 5.251-5.252 create an automatic Secretary-of-State fallback, while § 11.251 creates a separate cure clock before involuntary termination.
Common questions
Does the board have to approve Form 401?
The surveyed change sections do not prescribe a board or shareholder threshold. Section 5.202 requires the statement to recite that the entity authorized the change, and § 4.001 requires an authorized signer; the corporation's governing records determine who may supply that authorization in the particular case.
Can the registered office be a post-office box?
No. Section 5.201 requires a street address where the agent can be personally served and says the office may not be solely a mailbox or telephone-answering service.
Is resignation effective when Form 402 is filed?
No. Section 5.204 fixes termination on the 31st day after the Secretary of State receives the notice, assuming the agent complied with the entity-notice and filing-officer requirements.
Statutes and sources
- Tex. Bus. Orgs. Code § 21.002(5) — domestic for-profit corporation. Official current Chapter 21 text (accessed August 23, 2026).
- Tex. Bus. Orgs. Code §§ 5.201-5.208 and 5.251-5.252 — continuous agent and office, eligibility, consent, changes, resignation, rejection, duties, and service fallback. Official current Chapter 5 text (accessed August 23, 2026).
- Tex. Bus. Orgs. Code §§ 4.001, 4.051-4.058, 4.101-4.105, and 4.152 — execution, delivery, effectiveness, correction, and fees. Official current Chapter 4 text (accessed August 23, 2026).
- Tex. Bus. Orgs. Code §§ 11.251-11.253 — notice, cure, involuntary termination, and reinstatement boundary. Official current Chapter 11 text (accessed August 23, 2026).
- Texas Secretary of State Forms 401 and 402 — current agency change and resignation fields, execution, effectiveness choices, and submission instructions. Form 401 and Form 402 (accessed August 23, 2026).
Source links
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