Fill Out Your 409 Form

What is Form 409?

Form 409 is used to file articles of amendment for a Limited Liability Company (LLC) in Texas. It allows an LLC to change its name, modify its purpose, or update other information as necessary. This form meets minimal statutory requirements as set forth by the Texas Limited Liability Company Act.

When should I consider using Form 409?

Consider using Form 409 when you need to make any changes to your LLC’s articles of organization, such as changing the name of the company, altering its business purpose, or updating information regarding its registered agent. If your amendments are extensive, it may be appropriate to file restated articles instead.

What are the procedural steps for amending the articles?

The procedure varies depending on whether your LLC has members or not. If the LLC has no members and has not begun business, a majority of the initial managers can amend the articles. If there are members, all members must approve the amendments. Be sure to refer to Article 2.23 of the Texas Limited Liability Company Act for detailed requirements on voting and quorum.

What information is required in Form 409?

Form 409 requires the legal name of the LLC, the filing number, details of the amendment, and any changes to the registered agent or office address. Additionally, you must provide the date of adoption of the amendments and a statement of approval from the members or managers. Following the instructions in the form will ensure you include all necessary details.

What if I just want to change the registered agent?

If your only change is the registered agent, you do not need to file Form 409. Instead, you can submit a statement of change for a fee of $15 using Form 401. However, if you also want to make other amendments, you may include changes to the registered agent in Form 409.

How do I check if a new name for my LLC is available?

To check the availability of a new name for your LLC, contact the Texas Secretary of State by phone or email for a preliminary determination. It is essential to ensure that the new name is not deceptively similar to existing entities on record. A final availability check will occur once the documents are filed.

What is the filing fee for submitting Form 409?

The filing fee for Form 409 is $150. Payment can be made via personal checks, money orders, or credit cards. If using a credit card, a convenience fee of 2.7 percent will apply. Ensure that you follow the payment instructions closely to avoid delays.

How long does it take for the amendments to become effective?

The amendments become effective once filed by the Secretary of State, unless you request a delayed effective date, which cannot be more than 90 days from the filing date. The status of the old and new names will be updated in the records of the Secretary of State accordingly.

What happens if I submit false information on Form 409?

Submitting false information can result in penalties. It is considered a Class A misdemeanor under the Texas Limited Liability Company Act. It is crucial to read the document carefully and ensure all information is accurate before signing and submitting.

Filling out Form 409, which is used for amending Articles of Amendment for a Limited Liability Company (LLC), can feel daunting. Many people make simple mistakes that could delay processing or even lead to rejection. Here are nine common blunders to watch out for.

One of the most frequent mistakes is neglecting to include the correct name of the LLC. The name listed on the form must match the name on record with the Secretary of State. If you fail to do this, your entire application may be rejected, forcing you to start over.

Another mistake involves changing the name of the LLC without correctly completing the form. When you intend to amend the name, it's essential to provide both the existing name and the new name in the right sections. Skipping this step can result in confusion and delays in processing.

Many people forget to check the name’s availability. If you propose a new name that’s already in use or too similar to another registered entity, the form will not be approved. Be proactive by doing a preliminary name check ahead of time.

People also often mix up the roles of members and managers when it comes to approval requirements. If your LLC has members, you need the approval of all members to amend the articles. However, if there are no members, only the initial managers can approve changes. Misunderstanding these roles can cause significant setbacks.

Another oversight is failing to properly indicate the changes to the registered agent or registered office. If you are not making any amendments that involve changing the registered agent or office, you don't need to fill out that section. Noting unnecessary changes can create confusion.

Some applicants also mistakenly provide incomplete or incorrect addresses for the registered office. Remember that a P.O. Box isn't acceptable unless the office is located in a certain situation. Make sure to double-check the address to avoid rejections.

Ignoring the section about additional provisions is another common mistake. If you plan to alter any provisions, clearly state those changes in the appropriate area or include an attachment if necessary. Omitting this can lead to misunderstandings regarding your amendments.

Additionally, people frequently forget to sign the document. An unsigned form is just as good as no form at all. Make sure either an authorized manager or member signs off on it, or else your submission could be deemed invalid.

Lastly, don’t skip over the payment section. If you don’t include the appropriate filing fee or specify how you’re paying, your form will not be processed. Double-check that you’ve followed all payment instructions before submitting.

By avoiding these mistakes, you can ensure that your submission is complete and correct. Take the time to carefully review each requirement when filling out Form 409 to smooth the way for changes to your LLC.

When filing the Form 409 for amending the articles of a Limited Liability Company (LLC), it’s helpful to be aware of other relevant forms and documents often required in this process. Below is a list of some commonly used forms that may accompany or be relevant to the submission of Form 409.

• Form 401: This form is used for changing the registered agent or registered office of an LLC. If the amendment only involves a change in these details, this form is more appropriate than filing articles of amendment.
• Certificate of Formation: This document establishes the LLC and contains essential information, including the name, duration, and purpose of the business. It serves as a foundational document when making amendments.
• Operating Agreement: While not required to be filed with the state, this internal document outlines the management structure and operational procedures of the LLC. Amendments to the Operating Agreement may need to be made concurrently with changes on Form 409.
• Name Reservation Application: Before changing the name of the LLC, a name reservation can be filed to ensure the desired name is available. This is particularly useful if you are uncertain about name availability before filing Form 409.
• Articles of Organization: These are the original foundational documents that establish the LLC. They may need to be amended concurrently with Form 409 if other significant changes are involved.
• Filing Fee Payment: Along with Form 409, a payment for the required filing fee (typically $150) needs to be submitted. This can be done via check, money order, or credit card.
• Supporting Documents: If there are extensive changes or additional provisions being added, attachments that include these details may be necessary. They should be clearly referenced in Form 409.

Being familiar with these additional forms and documents will help ensure a smooth filing process when amending your LLC's articles. Always consider consulting with a professional to navigate specific requirements that may apply to your situation.

• Form 425—Articles of Organization: Similar to Form 409, Form 425 is used to file the original organizational documents for a limited liability company. Both forms require essential details about the LLC, including its name and registered agent, but Form 425 establishes the LLC rather than amending it.
• Form 401—Statement of Change of Registered Agent/Registered Office: Unlike Form 409, which can address multiple amendments, Form 401 specifically addresses changes to the registered agent or registered office without altering other articles of organization.
• Form 502—Certificate of Amendment: This form serves a similar purpose by allowing LLCs to amend their certificates, but it may serve requirements specific to other business structures, such as corporations, while Form 409 focuses on LLCs only.
• Form 500—Certificate of Formation: Similar in function but for different stages, this form is used when forming a new entity. It provides a foundation for the LLC, while Form 409 modifies an existing entity's details.
• Form 807—Credit Card Payment Form: While not an amendment form, it is linked to the filing process. It facilitates credit card payments for fees associated with the filing of Form 409 and other documents.
• Form 503—Application for Certificate of Authority: This form allows a foreign LLC to register to do business in Texas. Similar to Form 409, it involves filing with the Secretary of State, but it pertains to LLCs from other jurisdictions.
• Form 940—Certificate of Withdrawal: This document is used when an LLC decides to withdraw its registration from Texas. While Form 409 amends existing articles, Form 940 represents a decision to cease operations in the state.
• Form 390—Notice of Secretary of State Certification: This form serves to notify when a document has been processed. While not directly amending or forming an LLC, it is related to the administrative aspects of filing documents like Form 409.

Filling out the 409 form can be a straightforward process if you follow a few guidelines. Here are ten important dos and don'ts to keep in mind:

• Do ensure you have the correct legal name of the LLC as it appears in official records.
• Do provide the filing number issued by the secretary of state to expedite processing.
• Do include the required organizational designation in the new name, such as “LLC” or “L.L.C.”
• Do check for the availability of the new name before submission to avoid delays.
• Do accurately complete Articles 3 and 4 if making changes to the registered agent or other provisions.
• Don't forget that a post office box cannot be used as the registered office address unless specific conditions are met.
• Don't sign the form until reading it carefully to avoid penalties for false information.
• Don't neglect to obtain necessary approvals from all members if the LLC has members.
• Don't use an incomplete form, as this could lead to processing delays.
• Don't ignore the filing fee requirements; ensure that payment is included with your submission.

Here are ten common misconceptions about the Form 409, the articles of amendment for a limited liability company:

1. Only lawyers can file Form 409. Many people believe that legal representation is necessary for filing this form. However, individuals can submit it on their own, provided they understand the requirements outlined in the form.
2. Form 409 is always required for any changes. This is incorrect. If an LLC only wants to change its registered agent or registered office, it can file a different form, specifically a statement of change, instead of Form 409.
3. Any change in the LLC's name can be made without approval. This is misleading. If an LLC wants to change its name, approval from all members is typically required. Check the specific voting requirements before making any changes.
4. Amendments can be made at any time without limitations. While it is true that amendments can be made, they must still comply with the rules stated in the Texas Limited Liability Company Act. There are lawful limitations.
5. All changes must be included in one Form 409 submission. This is not always necessary. An LLC may choose to file multiple amendments separately, depending on its needs and administrative preferences.
6. The form guarantees approval once filed. Filing Form 409 does not guarantee that the changes will be accepted. The Secretary of State will review the submission and may reject it for various reasons, such as name conflicts.
7. Filing fees are fixed and cannot change. Some assume that the filing fee for Form 409 remains constant. However, it's crucial to verify the current fee, as it can be subject to change.
8. The filing is effective immediately. Many believe that once they file, their changes take immediate effect. In reality, the effectiveness may be delayed for up to 90 days, depending on what is specified in the filing.
9. You can act as your own registered agent. This misconception often arises. In fact, an LLC cannot serve as its own registered agent. An agent must be either an individual resident or a qualified organization.
10. Form 409 can be filed without preliminary checks. Some people think they can file without checking if their intended name for the LLC is available. It is wise to conduct a name availability search before filing, as conflicting names will lead to rejection.

When filling out and using Form 409 for amending articles of a limited liability company (LLC), it is important to consider the following key takeaways:

• Understand the Purpose: Form 409 is designed to allow an LLC to change its articles of organization. This can include changing the company name, modifying purposes, or altering existing articles.
• Member Approval: The approval required for amendments varies. If the LLC has no members, initial managers can amend the articles. If members exist, the approval of all members is necessary.
• Follow Name Requirements: Ensure that any new company name includes the appropriate organizational designation. For example, it must include “Limited Liability Company” or “LLC.” Names similar to existing entities will be rejected.
• Registered Agent Changes: Changing the registered agent does not necessarily require filing Form 409. A separate statement for a change of registered agent can be filed instead, unless other amendments are being made.
• Consider Timing: Amendments become effective on the filing date, unless you specifically request a delayed effective date, which can be up to 90 days later.