Form 406--General Information (Amendment to Registration)
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 amendments to registration of foreign filing entities filed with the secretary of state. There are few differences in the filing of the amended certificate of authority under prior law and an amended registration under the BOC. Consequently, instructions for the form only make statutory references to the BOC. Form 407 should be used to amend the registration of a foreign limited liability partnership.
Form 411 should be used to amend the registration of a foreign financial institution.
Form 422 should be used to amend the registration of a foreign filing entity governed by the BOC to
reflect a change effected by a merger or conversion that effects a transfer of the registration.
Section 9.009 of the BOC requires that a foreign filing entity must amend its registration to change its name or the business or activity stated in its application for registration if the name or business or activity has changed. The application for amendment must be filed on or before the 91 st day following the date of change in the jurisdiction of formation. If a foreign entity authorized to transact business in Texas changes its name to a name that would cause the entity to be denied an application for registration, the previously issued application for registration is suspended until the entity changes its name to a name that is available to it under the laws of this state. This form must be filed when there is a change of name or purpose. However, this form may also be used to amend other statements in the application for registration as desired by the entity.
Instructions for Form
Entity Information: The amendment to registration must contain the legal name of the entity. If the entity attained its registration under an assumed name, the qualifying assumed name as shown on the records of the secretary of state should be set forth on the amendment to registration. It is recommended that the date the original application for registration was filed and the file number assigned by the secretary of state be provided to facilitate processing of the document. Amendments to Application: Complete section A to effect a change to the legal name of the entity as amended in its jurisdiction of formation. Note that a foreign entity that registered with the secretary of state before January 1, 2006, the effective date of the BOC, is required to attach a certificate from its jurisdiction of formation evidencing the name change.
Complete section B to: (1) adopt an assumed name for purposes of maintaining the registration in Texas when the legal name of the entity is not available for its use in Texas or fails to include one of the organizational designations required under Texas law; or (2) effect a change in the assumed name under which the original or any amended application for registration was granted. If the foreign entity is electing to adopt an assumed name or changing the assumed name currently shown as its qualifying assumed name, the foreign entity is required to file an assumed name certificate in compliance with chapter 36 of the Texas Business & Commerce Code. The promulgated form for filing the assumed name with the secretary of state is Form 503. This form is not acceptable for filing with the county clerk. If the former assumed name will no longer be used by the entity, an abandonment of assumed name may be filed to terminate the assumed name filing (Form 504). Complete section C to effect a change in the business or activity stated in its original application for registration or any amended registration. The business or activity may be stated to be any lawful business or activity under the law of this state. The entity must be authorized to pursue the same business or activity under the laws of the entity's jurisdiction of formation.
Other Changes to the Registration: Complete this section to make changes to the application for registration, other than name and purpose changes. If the space provided is insufficient, other changes to the registration may be provided as an exhibit or attachment to this form. Effectiveness of Filing: An amendment to registration becomes effective when filed by the secretary of state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the date the instrument is signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a future event or fact, other than the passage of time (option C). If option C is selected, you must state the manner in which the event or fact will cause the instrument to take effect and the date of the 90th day after the date the instrument is signed. In order for the instrument to take effect under option C, the entity must, within ninety (90) days of the filing of the instrument, file a statement with the secretary of state regarding the event or fact pursuant to section 4.055 of the BOC. On the filing of a document with a delayed effective date or condition, the computer records of the secretary of state will be changed to show the filing of the document, the date of the filing, and the future date on which the document will be effective or evidence that the effectiveness was conditioned on the occurrence of a future event or fact.
Execution: Pursuant to section 4.001 of the BOC, the amendment to registration must be signed by a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument. Generally, a governing person or managerial official of the entity signs a filing instrument. The amendment to registration 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 : The f iling fee for an amendment to registration is $150, unless the foreign filing entity is a nonprofit corporation or a cooperative association. The filing fee for a nonprofit corporation or a cooperative association is $25. Fees may be paid by personal checks, money orders, LegalEase debit cards, or MasterCard, Visa, and Discover credit cards. Checks or money orders must be payable through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees. Submit the completed form in duplicate along with the filing fee. 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. If a document is transmitted by fax, credit card information must accompany the transmission (Form 807). On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a filestamped copy of the document, if a duplicate copy was provided as instructed.
Form 406 (Revised 02/06) Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709 Filing Fee: See instructions
This space reserved for office use.
Amendment to Registration
The legal name of the filing entity is:
State the name of the entity as currently shown in the records of the secretary of state.
If the entity attained its registration under an assumed name, the qualifying assumed name as shown
on the records of the secretary of state is:
The application for registration was issued to the entity on:
The file number issued to the filing entity by the secretary of state is:
Amendments to Application
A. The application for registration is amended to change the legal name of the entity as amended in the entity's jurisdiction of formation. The new name is:
The entity was registered with the secretary of state before January 1, 2006, and has not elected early adoption of the BOC and in accordance with the law applicable to the entity has attached a certificate from the proper filing office in the jurisdiction of formation evidencing the name change. The entity was registered with the secretary of state on or after January 1, 2006, or has filed an early adoption statement with the secretary of state and is not required to attach a certificate evidencing the name change in the jurisdiction of formation. B. The new name of the entity is not available for use in Texas or fails to include an appropriate organizational designation. Or, the entity wishes to amend the qualifying assumed name stated on its registration or amended registration. The assumed name the entity elects to adopt for purposes of maintaining its registration is:
C. The application for registration is amended to change the business or activity stated in its application for registration. The business or activity that the entity proposes to pursue in this state is:
The entity is authorized to pursue the same business or activity under the laws of the entity's jurisdiction of formation.
Other Changes to the Application for Registration
The foreign filing entity desires to amend its application for registration to make changes other than or in addition to those stated above. Statements contained in the original application or any amended application are identified by number or description and changed to read as follows:
Effectiveness of Filing (Select either A, B, or C.)
A. This document becomes effective when the document is filed by the secretary of state.
B. This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
This document takes effect upon the occurrence of a future event or fact, other than the
passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
Signature and title of authorized person(s) (see instructions)