Form 402—General Information
(Resignation of Registered Agent)
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
Section 5.204 of the BOC specifies the procedure to be followed when a registered agent of a filing
entity or a foreign filing entity desires to resign as registered agent. The registered agent may resign by
giving notice to the filing entity or foreign filing entity and the secretary of state. Notice to the secretary
of state must be given before the 11
th
day after the date notice is given to the entity. On compliance with
the notice requirements, the appointment of the registered agent and registered office terminate.
However, this termination is not effective until the 31
st
day after the date the secretary of state receives
notice (BOC § 5.204(d)).
A person who did not consent to act as an entity’s registered agent at the time the instrument appointing
the person as registered agent became effective may file a rejection of the appointment as agent. A
person rejecting an appointment would use Form 428 rather than this form.
Instructions for Form
Preamble: This section states the intention of the registered agent to resign as the registered agent
for service of process for the entity named in the notice.
Items 1-2—Entity Information: The resignation must contain the legal name of the entity
represented by the resigning agent. It is recommended that the file number assigned to the entity by
the secretary of state be provided to facilitate processing of the document.
Items 3-4—Statement of Notice: Set forth the address of the entity to which the notice of
resignation was mailed or delivered. Section 5.204 of the BOC provides that notice must be given to
the entity at the address most recently known by the agent. In addition, the resignation must set forth
the date the notice was given.
Execution: The notice of resignation must be signed by the resigning registered agent. The notice
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: There is no filing fee for a resignation by a registered agent.
Submit the completed form in duplicate. 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. 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. In addition, the secretary of state will notify the entity
of the agent’s resignation and the necessity of designating a new registered agent and office.
Revised 01/10
Form 402
1
