Form 402--General Information (Resignation of Registered Agent)
The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.
Commentary This form has been promulgated to comply with the provisions of the Texas Business Organizations Code (BOC) as well as prior law regarding the resignation of a registered agent of a Texas or foreign filing entity. There are not substantive differences in the filing of the statement under prior law and under the BOC. Consequently, instructions for the form only make statutory references to the BOC. Section 5.204 of the BOC specifies the procedure to be followed when a registered agent of a filing entity or a foreign filing entity desires to resign as registered agent. The registered agent may resign by giving notice to the filing entity or foreign filing entity and the secretary of state. Notice to the secretary of state must be given before the 11th day after the date notice is given to the entity. On compliance with the notice requirements, the appointment of the registered agent terminates. However, this termination is not effective until the 31st day after the date the secretary of state receives notice (BOC § 5.204(d)). Instructions for Form
Preamble: This section states the intention of the registered agent to resign as the registered agent for service of process for the entity named in the notice. Entity Information: The resignation must contain the legal name of the entity represented by the resigning agent. It is recommended that the file number assigned to the entity by the secretary of state be provided to facilitate processing of the document. Statement of Notice: Set forth the address of the entity to which the notice of resignation was mailed or delivered. Section 5.204 of the BOC provides that notice must be given to the entity at the address most recently known by the agent. In addition, the resignation must set forth the date the notice was given. Execution: The notice of resignation must be signed by the resigning registered agent. The notice need not be notarized. However, before signing, please read the statements on this form carefully. A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument the person knows is materially false with the intent that the instrument be delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the person's intent is to harm or defraud another, in which case the offense is a state jail felony. Payment and Delivery Instructions : There is no filing fee for a resignation by a registered agent.
Submit the completed form in duplicate. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a file-stamped copy of the document, if a duplicate copy was provided as instructed. In addition, the secretary of state will notify the entity of the agent's resignation and the necessity of designating a new registered agent and office.
Form 402 (Revised 01/06) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: No fee
This space reserved for office use.
Resignation of Registered Agent
The undersigned registered agent, currently listed in the records of the secretary of state as the registered agent authorized to receive service of process for the entity named below, submits this notice for the purpose of resigning as registered agent.
The name of the entity for which the undersigned serves as registered agent is:
State the name of the entity as currently shown in the records of the secretary of state.
The file number issued to the filing entity by the secretary of state is:
Statement of Notice
Written notice of the resignation has been given by the undersigned registered agent to the entity at the address of the entity most recently known by the agent. The address to which the notice was mailed or delivered is:
Address City State Country Zip/Postal Code
The date on which the written notice was given to the entity was:
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
Signature of resigning registered agent