serve as the registered agent of the entity. Although the consent of the person designated as
registered agent is required, a copy of the written or electronic consent need not be submitted with an
amendment to registration that amends or changes the name of the designated registered agent.
Please note that 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 as registered agent in the instrument
has consented to serve as registered agent. (BOC § 5.2011, effective January 1, 2010) 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, effective January 1, 2010)
Amendment to Registered Office: 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).
Effectiveness of Filing: An amendment to registration 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 the manner in which the event or fact will cause the instrument to take effect
and the date of the 90
th
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.
Execution: Pursuant to section 4.001 of the BOC, the amendment to registration 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 amendment to registration 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: The filing fee for an amendment to registration is $150,
unless the out-of-state financial institution is a credit union. The filing fee for a credit union is $25.
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.
Form 411
2
