Form 411--General Information (Amendment to Registration by an Out-of-State Financial Institution)
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 for use in amending the registration of an out-of-state financial institution in compliance with chapter 201 of the Texas Finance Code. This form is consistent with the provisions of the Texas Business Organizations Code (BOC) as well as prior law regarding amendments to the registration of an out-of-state financial institution filed with the secretary of state. There are few differences in the filing of the amended registration under prior law and under the BOC. Consequently, instructions for the form only make statutory references to the BOC. Section 201.102 of the Texas Finance Code provides that an out-of-state financial institution operating a branch of other office in Texas must comply with the laws applicable to foreign corporations transacting business in Texas. Section 9.009 of the BOC requires that a foreign filing entity, including a foreign corporation, must amend its registration to change its name or the purpose stated in its application for registration if the name or purpose 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. 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 financial institution. Instructions for Form
Entity Information: The amendment to registration must contain the legal name of the financial institution. 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. In addition, the type of financial institution should be indicated so that the correct filing fee may be determined. Amendments to Application: Complete section A to effect a change to the legal name of the entity as amended in its jurisdiction of formation. Complete section B to effect a change in the purpose stated in its original application for registration or any amended registrations. The financial institution must be authorized to pursue the same purpose under the laws of the institution's jurisdiction of formation.
Other Changes to the Registration: Complete this section to make changes to the application for registration, other than changes to name and purpose. Effectiveness of Filing: An amendment to registration becomes effective when filed by the secretary of state ( ption A). However, pursuant to sections 4.052 and 4.053 of the BOC the o 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 filing fee for an amendment to registration is $150, unless the out-of-state financial institution is a credit union. The filing fee for a credit union 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 411 (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: See instructions
This space reserved for office use.
Amendment to Registration by an Out-of-State Financial Institution
The name of the financial institution is:
State the name of the entity as currently shown in the records of the secretary of state.
The financial institution is a:
Bank Savings Bank Savings and Loan Association Credit Union Trust Company
(Select the appropriate entity type below.)
Federal Bank Federal Savings Bank Federal Savings and Loan Association Federal Credit Union
The registration was issued to the financial institution on:
The file number issued to the filing entity by the secretary of state is:
Amendments to Registration
A. The application for registration is amended to change the legal name of the financial institution as amended in the institution's jurisdiction of formation. The new name is:
B. The application for registration is amended to change the purpose stated in its application for registration. The purpose that the financial institution proposes to pursue in this state is:
The financial institution is authorized to pursue the same purpose under the laws of the entity's jurisdiction of formation.
Other Changes to the Registration
The financial institution 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 on behalf of the financial institution