Consent: 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
consent is required, a copy of the person’s written or electronic consent need not be submitted with the
statement of change. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC
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. (BOC § 5.207)
Form 401
1
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.
Consent: 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
consent is required, a copy of the person’s written or electronic consent need not be submitted with the
statement of change. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC
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. (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
