LLC Amendment and Legal-Name-Change Filing Requirements in Texas

At a glance

Requirements one by one

Texas separates the member vote from filing authority

Under §§ 101.052, 101.054, and 101.356, the statutory default is approval by every member for an amendment or a restatement that makes a new amendment. The company agreement may modify that internal rule because § 101.356 is not among the provisions protected from waiver or modification by § 101.054. During the pre-member period described in § 101.101(b), the member-approval requirement does not apply; the current Form 424 instructions use a majority of all managers.

Approval does not answer who signs. Under § 101.0515, an authorized officer, manager, or member may execute an LLC filing instrument. Form 424's LLC-specific instructions describe an authorized manager for a manager-managed company and an authorized managing member for a member-managed company. The filing states that the amendment received the approval required by law and the governing documents.

Amendment and restatement carry different records

Under §§ 3.005, 3.051-.053, and 3.056, an LLC may amend its certificate in any respect that could lawfully appear in a new certificate. Form 424 identifies each provision added, altered, or deleted and supplies the full new text for an addition or alteration. The present legal name and entity type also appear in the certificate.

Under §§ 3.057-.059, a restatement reproduces the full operative certificate, carries forward prior amendments, and may add new ones. A nonamending restatement does not require member approval under § 101.356(f); an amending restatement follows the amendment approval rule and accompanying statements. The statutory fee is $300 for the restated certificate and accompanying statement, compared with $150 for Form 424.

Legal name, registered agent, and assumed name use different routes

Under §§ 5.053, 5.056, and 5.202, a legal name must be distinguishable and use an LLC or limited-company designation, while an agent-only change has its own statement. The SOS makes its final availability decision when Form 424 is submitted; preliminary clearance is not acceptance and does not decide trademark or other private name rights.

A registered-agent or registered-office-only change can use § 5.202's separate statement rather than a certificate of amendment. An assumed name is also separate: Bus. & Com. Code §§ 71.101-.103 require the LLC to file that certificate with the Secretary of State. Current Form 503 instructions confirm that the county-level filing requirement for an LLC was eliminated in 2019.

Effectiveness can depend on a future event

Under §§ 4.002, 4.051-.057, filing is the default effective time for a conforming paid instrument. The amendment may instead state a date, date and time, or future event, but the outside limit is the 90th day after signing. A future-event filing also requires the follow-up statement in § 4.055 within its statutory window. Without that statement, the instrument does not take effect.

An instrument that has not taken effect may be abandoned by certificate. The Secretary files a conforming paid instrument and acknowledges it. Form 424 also warns that an unavailable proposed name cannot be filed.

Correction cannot replace a later amendment decision

Under §§ 4.101-.105, correction is for a filing that inaccurately records the event or transaction, contains an inaccurate or erroneous statement, or was defectively executed. It must identify the original filing and the defect and state the corrected portion. It generally relates back, except against someone adversely affected by the correction.

The correction fee is $15. That lower fee does not make correction available for a new legal-name choice or another later change; those use the approval and $150 amendment route.

The filed copy belongs in the LLC's records

Under § 101.501, the LLC retains its certificate and amendments or restatements, the written company agreement and its amendments or restatements, and executed powers of attorney. Section 3.056 preserves existing causes, pending suits, and listed third-party rights, and says litigation does not abate merely because the entity changed its name.

The accepted amendment changes the Texas public certificate. Tax, license, bank, contract, property, trademark, assumed-name, and other-state registration records remain separate follow-up systems.

What trips people up

• All-member approval is the statutory default, but the company agreement can modify the internal threshold; Form 424 still requires an accurate approval statement.
• The current statute permits an authorized officer, manager, or member to sign; filing authority is not the same as the member approval vote.
• A restatement without a new amendment does not need member approval, while an amending restatement does.
• A future-event amendment never takes effect if the required follow-up statement is not timely filed.
• Correction costs less but cannot be used to backdate a later business choice.
• Texas LLC assumed names are filed with the Secretary of State, not the county clerk under the pre-2019 rule.

Common questions

Must Form 424 be notarized?

No. The current SOS instructions expressly say the certificate of amendment need not be notarized. Under § 4.001, the signer also need not submit proof of authority as a filing condition.

Is the file number legally required in Form 424?

Section 3.053 requires the present entity name, type, changed provisions, and approval statement. The current instructions recommend the formation date and SOS file number to facilitate processing; they do not list them as statutory content required by § 3.053.

Does a name change end a lawsuit under the former name?

No. Section 3.056(c) says an action by or against the entity in its former name does not abate because of the amendment.

Statutes and sources

• Texas Legislative Council, Business Organizations Code Chapter 3 — amendment, contents, restatement, and effect (accessed August 21, 2026).
• Texas Legislative Council, Business Organizations Code Chapter 4 — delivery, fees, effectiveness, abandonment, and correction (accessed August 21, 2026).
• Texas Legislative Council, Business Organizations Code Chapter 5 and Chapter 101 — names, agent changes, LLC approval, signer, and records (accessed August 21, 2026).
• Texas Legislative Council, Business & Commerce Code Chapter 71 — assumed-name alternative (accessed August 21, 2026).
• Texas Secretary of State Form 424 instructions and Form 503 instructions — current filing forms, signer guidance, delivery, and fees (accessed August 21, 2026).