Form 401-A—General Information
Acceptance of Appointment and Consent to Serve as Registered Agent
The attached form is promulgated by the secretary of state and may be used to evidence the acceptance
and consent of a person appointed as the registered agent of an entity. This form and the information
provided are not substitutes for the advice and services of an attorney.
Commentary
A domestic filing entity and a foreign filing entity registered to do business in Texas are required to
continuously maintain a registered agent and a registered office address in Texas. A registered agent
must be: 1) an individual resident of Texas; or 2) an organization, other than the organization to be
represented, that is registered or authorized to do business in Texas. 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 address may not be solely the address of a
company that provides mailbox services or telephone answering service (BOC § 5.201).
House Bill 1787, effective January 1, 2010, amended subchapter E of chapter 5 of the Texas Business
Organizations Code (BOC) to establish the requirement that a person appointed or named as an entity’s
registered agent must have consented, in a written or electronic form, to serve in that capacity.
Consent: The appointment of a person as registered agent by an organizer or managerial official of an
entity is an affirmation by the organizer or managerial official that the person has consented to serve in
the capacity of registered agent. In addition, before the sale, acquisition, or transfer of a majority-in-
interest or majority interest of the outstanding ownership or membership interests of a represented
entity, the governing authority of the entity must verify whether the person named as the registered
agent of the entity prior to the sale, acquisition, or transfer has consented to continue to serve the
represented entity in that capacity.
Form: Section 5.201(b) requires that a person who is to be named as the registered agent of a
represented entity in a registered agent filing must consent, in a written or electronic form, to serve in
that capacity. A registered agent filing is defined by section 5.200(1) and includes any filing instrument
that designates or appoints a registered agent or that effects a change or correction to the registered agent
such as a certificate of formation, certificate of amendment, or statement of change of registered agent.
Section 5.201(b) also requires the secretary of state to develop the form of the consent. The consent of a
registered agent need not be on a prescribed form or contain all the statements found on the attached
promulgated form; however, a written or electronic consent to serve as registered agent should contain:
a. the name of the represented entity;
b. an express statement that the person designated consents to serve as the entity’s registered
agent;
c. the name of the person designated as registered agent;
d. the signature of the registered agent; and
e. the date of execution.
Execution of Consent: If the person named as registered agent is an individual, the individual
designated must sign the consent. If the person named as registered agent is not an individual, the
consent would be signed by an individual authorized to accept the appointment as registered agent on
behalf of the organization named as registered agent.
Form 401-A
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