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Texas Business Corporation Act - Article 8.09. Change Of Registered Office Or Registered Agent Of Foreign Corporation

Legal Research Home > Texas Laws > Business Corporation Act > Texas Business Corporation Act - Article 8.09. Change Of Registered Office Or Registered Agent Of Foreign Corporation

Art. 8.09. Change of Registered Office or Registered Agent of 
Foreign Corporation

A. A foreign corporation authorized to transact business in this 
state may change its registered office or its registered agent, or 
both, upon filing in the office of the Secretary of State a 
statement setting forth:

(1) The name of the corporation.                                              

(2) The post-office address of its then registered office.                    

(3) If the post-office address of its registered office is to be 
changed, the post-office address to which the registered office is 
to be changed.

(4) The name of its then registered agent.                                    

(5) If its registered agent is to be changed, the name of its 
successor registered agent.

(6) That the post-office address of its registered office and the 
post-office address of the business office of its registered agent, 
as changed, will be identical.

(7) That such change was authorized by its Board of Directors or by 
an officer of the corporation so authorized by the Board of 
Directors.

B. Such statement shall be executed on behalf of the corporation by 
an officer.  The original and a copy of such statement shall be 
delivered to the Secretary of State.  If the Secretary of State 
finds that such statement conforms to the provisions of this Act, he 
shall, when all fees have been paid as required by law:

(1) Endorse on the original and the copy the word "Filed," and the 
month, day, and year of the filing thereof.

(2) File the original in his office.                                          

(3) Return the copy to the corporation or its representative.                 

C. Upon the filing of such statement by the Secretary of State, the 
change of address of the registered office, or the appointment of a 
new registered agent, or both, as the case may be, shall become 
effective.

D. Any registered agent of a corporation may resign                           

(1) by giving written notice to the corporation at its last known 
address   

(2) and by giving written notice, in duplicate (the original and one 
copy of the notice), to the Secretary of State within ten days after 
mailing or delivery of said notice to the corporation.  Such notice 
shall include the last known address of the corporation and shall 
include the statement that written notice of resignation has been 
given to the corporation and the date thereof.

Upon compliance with the requirements as to written notice, the 
appointment of such agent shall terminate upon the expiration of 
thirty (30) days after receipt of such notice by the Secretary of 
State.

If the Secretary of State finds that such written notice conforms to 
the provisions of this Act, he shall:

(1) Endorse on the original and the copy the word "filed" and the 
month, day, and year of the filing thereof.

(2) File the original in his office.                                          

(3) Return the copy to such resigning registered agent.                       

(4) Notify the corporation of the resignation of the registered 
agent.      

No fee shall be required to be paid for the filing of a resignation 
under this section.

Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955.  Amended by 
Acts 1967, 60th Leg., p. 1728, ch. 657, Sec. 16, eff. June 17, 1967;  
Acts 1969, 61st Leg., p. 2486, ch. 835, Sec. 5, 6, eff. June 18, 
1969;  Acts 1979, 66th Leg., p. 231, ch. 120, Sec. 43, eff. May 9, 
1979;  Acts 1983, 68th Leg., p. 686, ch. 158, Sec. 3, eff. May 20, 
1983;  Acts 1985, 69th Leg., ch. 128, Sec. 24, eff. May 20, 1985.

Last modified: August 11, 2007