When Is a Change of Registered Agent Required in Texas?
Unde rBOC §5.202, a Texas or foreign filing entity that desires to change its registered office, its registered agent, or both must file a statement of change with the Texas Secretary of State. The Texas Secretary of State’s registered agent FAQs explains: a domestic or foreign filing entity is required to continuously maintain a registered agent and registered office in Texas. Failure to do so may result in the involuntary termination of a domestic filing entity or the revocation of a foreign filing entity’s registration.
A change of registered agent or registered office is required in the following circumstances:
- The current registered agent resigns under BOC §5.204.
- The current registered agent moves out of Texas or is no longer a Texas resident.
- The current registered agent’s address changes (whether due to a postal renaming, a “911” address update, or a physical relocation).
- The registered agent is no longer available at the registered office address during normal business hours.
- The entity voluntarily selects a new registered agent.
The Texas Secretary of State’s amendments FAQs confirms: changes to the registered agent or registered office information must always be filed with the Secretary of State and comply with applicable statutory requirements. Texas law does not distinguish between a voluntary and an involuntary change of address; the filing requirement is the same in either case.
Grounds for Changing Your Registered Agent in Texas
The following are the most common grounds for filing a change of registered agent or registered office with the Texas Secretary of State:
| Ground | Filing Required |
| Registered agent resigns (BOC §5.204) | Yes — entity must file Form 401 to appoint a new agent |
| Registered agent relocates out of Texas | Yes — agent no longer meets eligibility requirement |
| Registered agent’s office address changes | Yes — address on file must remain current; use Form 401 or Form 408 |
| Entity switches to a professional registered agent service | Yes — new agent designation must be filed |
| Registered agent no longer available during normal business hours | Yes — eligibility requirement under BOC §5.201 |
| Agent no longer consents to serve | Yes — agent may file Form 402 to resign; entity must file Form 401 |
| Entity changes its own address and registered office | Yes — registered office address must be updated |
Because the entity’s registered agent information is part of the public record maintained by the Secretary of State, any inaccurate or outdated information must be corrected by filing the appropriate form promptly.
Texas Registered Agent Change Requirements
Before filing a change of registered agent, the following requirements under BOC §5.201 and BOC §5.202 must be satisfied:
Eligibility of the new registered agent:
- Option A – Organization: A domestic entity or a foreign entity that is registered to do business in Texas. The filing entity itself cannot act as its own registered agent.
- Option B – Individual: A resident of the state of Texas with a physical street address in Texas.
Registered office address:
- Must be a physical street address in Texas where service of process can be personally delivered during normal business hours.
- A P.O. Box, mailbox-only service, or telephone answering service does not satisfy this requirement.
- The registered office address must be the same as the registered agent’s business address.
Consent of the new registered agent:
- Effective January 1, 2010, a person designated as the registered agent must have consented, in written or electronic form, to serve as the registered agent before the filing is made (BOC §5.2011).
- Consent is documented using Form 401-A – Consent of Registered Agent. This form is not filed with the Secretary of State but must be retained in the entity’s records.
- By signing Form 401, the authorized person affirms that the named registered agent has consented to serve. Naming a person as a registered agent without their consent is subject to criminal penalties under BOC §§4.007 and 4.008.
Execution:
- The statement of change must be signed by a governing person or managerial official of the entity authorized to act on its behalf.
- The statement need not be notarized.
How to File a Statement of Change of Registered Office/Agent (Form 401)
A change of registered agent or registered office is made by filing Form 401 – Statement of Change of Registered Office/Agent with the Texas Secretary of State. Detailed instructions are available at the address and in the Form 401 instructions PDF.
Completing Form 401:
- Items 1–3 – Entity Information: Provide the entity’s legal name, the name of the current registered agent as it appears on the Secretary of State’s records, the current registered office address, and, if available, the Secretary of State file number assigned to the entity.
- Item 4 – Changes to Registered Office and/or Registered Agent: Select Option A (organization) or Option B (individual) to designate the new registered agent, and provide the new registered agent’s name. If the registered office address is also changing, complete Section C with the new street address.
- Statement of Approval: The form includes a recitation that the change is authorized by the entity, as required by BOC §5.202(b)(6).
- Effectiveness: Choose the appropriate effectiveness option:
- Option A: Effective upon filing by the Secretary of State.
- Option B: Delayed effective date, not more than 90 days from the date the instrument is signed.
- Option C: Effective upon the occurrence of a future event or fact (other than the passage of time). If this option is selected, a follow-up statement must be filed within 90 days.
On acceptance, the statement of change is effective as an amendment to the entity’s certificate of formation or, for a foreign entity, to its registration.
Filing Method: Online via SOSDirect vs. Mail
Form 401 may be filed online through SOSDirect, by mail, or in person.
| Method | Details |
| Online – SOSDirect | File at address. Available 24/7. A SOSDirect account must be created and funded before filing. Do not attach the PDF form when filing online; the portal collects the required information directly. Instructions for creating a SOSDirect account. |
| By mail | Submit Form 401 in duplicate with the filing fee to: P.O. Box 13697, Austin, TX 78711-3697 |
| In person | Deliver Form 401 in duplicate with the filing fee to: James Earl Rudder Office Building, 1019 Brazos, Austin, TX 78701 |
The Texas Secretary of State recommends online filing via SOSDirect for faster processing. For registered agents filing on behalf of multiple entities using Form 408, online filing through SOSDirect is strongly recommended, as it allows the agent to browse the Secretary of State’s database and electronically attach a file of represented entities.
Registered Agent Change Filing Fees by Entity Type
The filing fee for Form 401 is set by the Texas Secretary of State fee schedule.
| Entity Type | Filing Fee (Form 401) |
| For-profit corporations | $15 |
| Limited liability companies (LLCs) | $15 |
| Limited partnerships (LPs) | $15 |
| Professional corporations | $15 |
| Professional LLCs | $15 |
| Professional associations | $15 |
| Limited liability partnerships (LLPs) | $15 |
| Foreign filing entities | $15 |
| Nonprofit corporations | $5 |
| Cooperative associations | $5 |
A 2.7% convenience fee applies to credit card payments. Fees may also be paid by check, money order, LegalEase debit card, or through a funded SOSDirect account. Checks and money orders must be payable through a U.S. bank or financial institution and made payable to the Secretary of State.
There is no filing fee for a registered agent resignation filed using Form 402.
Effective Date of a Registered Agent Change in Texas
Under BOC §§4.052 and 4.053, a statement of change filed using Form 401 may take effect in one of three ways:
- Immediate effect (Option A): The statement becomes effective when filed and accepted by the Secretary of State. This is the default option for most filings.
- Delayed effective date (Option B): The effectiveness of the statement may be delayed to a specific date not more than 90 days from the date the instrument is signed.
- Future event or condition (Option C): The effectiveness may be conditioned on the occurrence of a future event or fact other than the passage of time. If this option is selected, the entity must file a follow-up statement with the Secretary of State within 90 days of the original filing confirming that the event or condition has occurred, pursuant to BOC §4.055.
When a document with a delayed effective date is filed, the Secretary of State’s records will show the filing date, the filing of the document, and the future date on which the document will become effective.
On acceptance of the statement of change, it is effective as an amendment to the appropriate provision of the entity’s certificate of formation or the foreign filing entity’s registration.
Changing the Registered Agent Address Without Changing the Agent (Form 408)
When a registered agent changes its own address—but the same individual or organization continues to serve as registered agent—the agent may notify the Secretary of State by filing Form 408 – Statement of Change of Registered Office Address by Registered Agent, pursuant to BOC §5.203.
Key distinctions between Form 401 and Form 408:
| Feature | Form 401 | Form 408 |
| Filed by | The entity | The registered agent |
| Purpose | Change the agent and/or registered office address | Change the registered agent’s name or address (same agent only) |
| Can appoint a new agent | Yes | No — Form 408 cannot be used to name a different person as agent |
| Covers multiple entities | No — one entity per filing | Yes — a single Form 408 may cover all entities represented by the agent |
| 10-day notice to entity required | No | Yes — the agent must give written notice to each represented entity at least 10 days before filing |
| Signed by | Entity’s authorized governing person | The registered agent (or authorized person on behalf of the agent) |
Form 408 filing fees:
- Single entity: $15
- Multiple entities: $15 per entity (per entity type), subject to the following maximum fees:
| Entity Type | Maximum Fee |
| For-profit corporations | $750 |
| Limited liability companies | $750 |
| Limited partnerships | $750 |
| Professional corporations | $750 |
| Professional associations | $750 |
| Nonprofit corporations and cooperative associations | $250 |
Form 408 is particularly useful for commercial registered agent services that represent large numbers of entities and need to update their address across all represented entities in a single filing.
What Happens After the Change Is Filed
After the Secretary of State accepts and files the statement of change:
- The entity’s registered agent and registered office information in the Secretary of State’s records is updated to reflect the new information.
- The statement of change is effective as an amendment to the entity’s certificate of formation (for domestic entities) or registration (for foreign entities).
- The Secretary of State returns evidence of filing to the submitter, together with a file-stamped copy of the document if a duplicate copy was provided.
- The new registered agent’s name and registered office address become part of the entity’s public filing history and are searchable through SOSDirect.
- The former registered agent’s authority to receive service of process on behalf of the entity terminates.
Changing a Registered Agent for a Foreign Entity Registered in Texas
A foreign entity registered to transact business in Texas is subject to the same registered agent and registered office requirements as a domestic filing entity under BOC §5.201 and BOC §5.202.
A foreign entity changes its Texas registered agent or registered office by filing the same Form 401 used by domestic entities. The same eligibility requirements, consent requirements, physical street address requirements, execution requirements, filing methods, and fees apply. The filing fee is $15 for most foreign entities and $5 for foreign nonprofit corporations and cooperative associations.
On acceptance, the statement of change is effective as an amendment to the foreign entity’s registration on file with the Texas Secretary of State.
Frequently Asked Questions About Changing a Registered Agent in Texas
How long does it take to change a registered agent in Texas?
The Texas Secretary of State does not publish a specific guaranteed processing time for Form 401 filings. Online filings through SOSDirect are generally processed more quickly than paper filings submitted by mail or in person. Expedited processing options may be available for an additional fee. For current processing times, contact the Texas Secretary of State’s office directly or check the SOSDirect help page.
Do I need to notify my current registered agent before changing?
Texas law does not impose an obligation on the entity to notify the outgoing registered agent before filing Form 401 to appoint a new agent. The registered agent change is effective upon filing and acceptance by the Secretary of State. As a practical matter, many entities choose to notify their outgoing agent as a courtesy, particularly if the agent is a professional service with ongoing obligations. An outgoing agent who wishes to end the relationship may independently resign by filing Form 402 under BOC §5.204.
Can I change my registered office address without changing the registered agent?
Yes. Form 401 may be used to change the registered office address alone, without changing the name of the registered agent. Complete only the registered office address section (Section C of Item 4) and leave the registered agent name section unchanged. Alternatively, if the registered agent itself is changing its address and the same agent continues to serve, the registered agent may file Form 408 directly with the Secretary of State, which can cover multiple entities in a single filing.
What is Form 408 and when is it used?
Form 408 is the Statement of Change of Registered Office Address by Registered Agent, authorized by BOC §5.203. It is filed by the registered agent—not the entity—when the agent changes its own name or address while continuing to serve as the same agent for one or more entities. Form 408 cannot be used to appoint a different person or organization as registered agent; to change the agent itself, Form 401 must be used. Before filing Form 408, the agent must provide written notice of the change to each represented entity at least 10 days before submitting the form to the Secretary of State.
Is there a penalty for not filing Form 401 after a registered agent change?
Texas law requires every domestic and foreign filing entity to continuously maintain a current registered agent and registered office with the Secretary of State. Failure to keep this information current and accurate can result in the involuntary termination of a domestic entity or the revocation of a foreign entity’s registration under BOC §§11.251 and 9.101, respectively. A terminated or revoked entity may lose the ability to maintain lawsuits in Texas courts and may be subject to default judgments.
Can I change my registered agent and the registered office address in the same filing?
Yes. Form 401 may be used to change the registered agent, the registered office address, or both in a single filing. Complete Item 4 in full, providing both the new registered agent name and the new registered office street address. A single filing fee applies regardless of whether one or both elements are being changed.
What happens if my registered agent resigns?
Under BOC §5.204, a registered agent who wishes to resign must give notice to the entity at the address most recently known to the agent, and must file Form 402 – Resignation of Registered Agent with the Texas Secretary of State no later than 10 days after giving notice to the entity. There is no filing fee for Form 402. The resignation is not effective until the 31st day after the Secretary of State receives the notice. The Secretary of State will notify the entity of the agent’s resignation and the necessity of designating a new registered agent and office. The entity must then promptly file Form 401 to appoint a replacement agent.
Does the new registered agent need to sign Form 401?
No. Form 401 is signed by a governing person or managerial official of the entity authorized to act on its behalf—not by the new registered agent. Per BOC §5.2011, by designating a person as registered agent in a filing instrument, the signing official affirms that the named agent has consented to serve. The consent itself is documented using Form 401-A, which is retained in the entity’s records and is not filed with the Secretary of State.
Can I use a P.O. Box for the new registered office address on Form 401?
No. The registered office address must be a physical street address in Texas where service of process can be personally delivered to the registered agent during normal business hours. A P.O. Box, mailbox-only service, or telephone answering service does not satisfy the requirement under BOC §5.201. The Secretary of State will not accept a Form 401 that lists only a P.O. Box as the registered office address.
Is the filing fee the same whether I file online or by mail?
Yes. The filing fee for Form 401 is $15 for most entities and $5 for nonprofit corporations and cooperative associations, regardless of whether the form is filed online through SOSDirect, by mail, or in person. A 2.7% convenience fee applies when payment is made by credit card. There is no separate fee or surcharge for online filing.