Form 401—General Information 
                                                (Change of Registered Agent/Office) 
 
 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) regarding changes to registered agent and office of entities filed with the secretary of state. 
A nonprofit corporation formed for a special purpose under a statute or code other than the BOC may be 
required to meet other filing requirements than those imposed by the BOC.  This form may not comply 
with the requirements imposed under the special statute or code governing the special purpose 
corporation.  Please refer to the statute or code governing the special purpose corporation for specific 
filing requirements. 
 
Section 5.202 of the BOC specifies the procedure to be followed when a Texas or foreign filing entity 
that is subject to the BOC desires to make changes to its registered office or registered agent. Since an 
entity may be terminated or its registration revoked for failure to maintain a registered office and agent, 
any change should be submitted promptly.  Changes to registered office and agent may also be included 
as part of a certificate of amendment or restated certificate, as an amendment in a plan of merger, and in 
the certificate of formation for a converted entity.  Use this form if the only changes to be made to the 
certificate of formation or registration are to the registered office or agent or both.  
 
ConsentConsent:  Effective January 1, 2010, a person designated as the registered agent of an entity must have :  Effective January 1, 2010, a person designated as the registered agent of an entity must have 
consented, either in a written or electronic form, to serve as the registered agent of the entity.  Although consented, either in a written or electronic form, to serve as the registered agent of the entity.  Although 
consent is required, a copy of the person’s written or electronic consent need not be submitted with the  consent is required, a copy of the person’s written or electronic consent need not be submitted with the 
statementstatement ofof change.change.   TheThe liabilitiesliabilities andand penaltiespenalties imposed imposed bybysectionssections4.0074.007andand4.0084.008ofofthetheBOCBOC 
apply with respect to a false statement in a filing instrument that names a person as the registered agent apply with respect to a false statement in a filing instrument that names a person as the registered agent 
of an entity without that person’s consent.of an entity without that person’s consent. (BOC § 5.207)  (BOC § 5.207) 
 
Office Address Requirements:  The registered office address must be located at a street address where 
service of process may be personally served on the entity’s registered agent during normal business 
hours.  Although the registered office is not required to be the entity’s principal place of business, the 
registered office may not be solely a mailbox service or telephone answering service (BOC § 5.201). 

Unincorporated nonprofit associations, Texas financial institutions, or defense base development 
authorities should use form 707 rather than this form to change the statement of appointed agent. 
 
                                                                       Instructions for Form 
 
 Items 1-3:  Entity Information:                                      The statement of change must contain the legal name of the entity. 
  In addition, the name of the entity’s current registered agent and current registered office address 
  must be provided.  It is recommended that the  file number assigned by the secretary of state be 
  provided to facilitate processing of the document.   
 
 Item 4:  Changes to Registered Office and/or Registered Agent.                                                                     Complete item 4 to effect a                 
  change to the registered agent or registered office address.  The registered agent can be either (option 

Form 401 	                                                                                       1 

  A) a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an 
  individual resident of the state.  The filing entity cannot act as its own registered agent. 
 
  If the registered office is changed, complete section C.  The registered office must be located at a 
  street address where service of process may be personally served on the entity’s registered agent 
  during normal business hours.  Although the registered office address is not required to be the 
  entity’s principal place of business, the registered office may not be solely a mailbox service or a 
  telephone answering service (BOC § 5.201). 
   
  The statement of change must recite that the street address of the registered office is the same as the 
  registered agent’s business address. 
 
 Statement of Approval:    As required by section 5.202(b)(6) of the BOC, the form includes a 
  recitation that the change specified in the statement is authorized by the entity.  While the statement 
  of change has the effect of amending the entity’s certificate of formation or registration, the BOC 
  does not provide that the procedures to amend the certificate of formation are applicable. In general, 
  the statement of change should be adopted and approved by the governing persons or by a person 
  authorized to act on behalf of the entity. 
 
 Effectiveness of Filing:  A statement of change 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 
                                                                                                th 
  the manner in which the event or fact will cause the instrument to take effect and the date of the 90
  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.  
   
  On acceptance of the statement of change by the secretary of state, the statement is effective as an 
  amendment to the appropriate provision of the entity’s certificate of formation or the foreign filing 
  entity’s registration. 
 
 Execution: Pursuant to section 4.001 of the BOC, the statement of change 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 statement of change need not be notarized.  However, before signing, please read the statements 
  on this form carefully.  The designation or appointment of a person as the registered agent by a 
  managerial official is an affirmation by that official that the person named in the instrument has 
  consented to serve as registered agent.  (BOC § 5.2011, effective January 1, 2010) 
   
  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 

Form 401 	                                   2 

  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 a change of registered office/agent is $15, 
  unless the filing entity is a nonprofit corporation or a cooperative association.  The filing fee for a 
  nonprofit corporation or a cooperative association is $5.  Fees may be paid by personal checks, 
  money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa 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 file-
  stamped copy of the document, if a duplicate copy was provided as instructed. 

  Revised 05/11 

Form 401                                            3 

Form 401                                                                                    This space reserved for office use. 
(Revised 05/11)
Submit in duplicate to: 
Secretary of State 
P.O. Box 13697 
Austin, TX 78711-3697 
512 463-5555                     Statement of Change of
FAX: 512/463-5709                Registered Office/Agent 
Filing Fee: See instructions 

                                 Entity Information 

1.  The name of the entity is: 

State the name of the entity as currently shown in the records of the secretary of state.   

2.  The file number issued to the filing entity by the secretary of state is: 

3.  The name of the registered agent as currently shown on the records of the secretary of state is: 

Registered Agent Name 
The address of the registered office as currently shown on the records of the secretary of state is: 

                                                                                            TX 
Street Address                        City                                                  State  Zip Code 

                             Change to Registered Agent/Registered Office 

4.  The certificate of formation or registration is modified to change the  registered agent and/or office 
of the filing entity as follows: 

                                      Registered Agent Change 
               (Complete either A or B, but not both. Also complete C if the address has changed.) 
   A.  The new registered agent is an organization (cannot be entity named above) by the name of: 

OR 
   B.  The new registered agent is an individual resident of the state whose name is: 

First Name                       M.I. Last Name                                                    Suffix 

                                      Registered Office Change 

   C.  The business address of the registered agent and the registered office address is changed to: 

                                                                                            TX 
Street Address (No P.O. Box)          City                                                  State  Zip Code 

The street address of the registered office as stated in this instrument is the same as the registered 
agent’s business address. 

Form 401                              4 

                              Statement of Approval 
 The change specified in this statement has been authorized by the entity in the manner required by the         
 BOC or in the manner required by the law governing the filing entity, as applicable. 
 
                         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:         
 C.    This document takes effect upon the occurrence of a future event or fact, other than the  
                      th
 passage of time.  The 90  day after the date of signing is:        
 The following event or fact will cause the document to take effect in the manner described below: 
  
                                            Execution 
 
The undersigned affirms that the person designated as registered agent has consented to the 
appointment.  The undersigned signs this document subject to the penalties imposed by law for the 
submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the 
undersigned is authorized to execute the filing instrument. 
 
Date:          
                                             
                                            Signature of authorized person 

                                            Printed or typed name of authorized person (see instructions) 
 
                                                                              Print                       Reset

Form 401                                              5