Every Texas LLC, corporation, non-profit, and other registered business entity must maintain a registered agent and registered office address with the Texas Secretary of State (SOS).
The registered agent is the person or company authorized to receive legal documents (service of process), tax notices, and official government correspondence on behalf of the entity.
When your registered agent resigns, moves, or you simply want to switch to a professional service, you must file a Statement of Change of Registered Agent/Office (Form 401) with the SOS.
This article explains when you need to change your agent, how to complete Form 401, filing fees, processing times, common mistakes, and what to do if your agent resigns unexpectedly.
What is a registered agent and why do you need one?
Under Texas Business Organizations Code Section 5.201, every domestic and foreign entity registered in Texas must designate and continuously maintain a registered agent and registered office address.
The registered agent must have a physical street address in Texas (not a PO Box) and be available during normal business hours to accept service of process.
The agent can be:
- An individual resident of Texas (including yourself, a family member, or an employee).
- A domestic entity (e.g., a Texas LLC or corporation) authorized to do business in Texas.
- A foreign entity authorized to do business in Texas (e.g., a commercial registered agent service like CT Corporation, Northwest Registered Agent, or LegalZoom).
The registered office address must be identical to the agent's business address. You cannot use a PO Box.
If you act as your own registered agent, you must list your home address (unless you have a separate business address).
This becomes public record.
When must you change your registered agent or office?
You must file a change of registered agent/office in the following situations:
- The registered agent resigns or is no longer available. If your individual agent moves out of Texas, passes away, or simply wants to stop being agent, they will file a resignation with the SOS. You have 30 days to appoint a new agent after receiving notice of resignation; otherwise, the SOS may involuntarily forfeit your entity.
- The registered agent changes its address. If you use a commercial registered agent service and they move their office, they will usually file a bulk change, but you should verify the address is correct in SOS records.
- You want to switch from being your own agent to a professional service. Many business owners start as their own agent to save money but later switch to a professional service for privacy and convenience (since your home address appears on public records).
- You want to switch from a professional service to an individual (e.g., a trusted employee).
- Your entity has moved and the registered office address is no longer valid. Even if the agent remains the same, you must update the address.
The Form 401: Statement of Change of Registered Agent/Office
Form 401 is the standard document used to change registered agent information in Texas.
You can download it from the SOS website or complete it online through SOSDirect.
The form requires the following information:
- The entity's legal name as currently registered with the SOS.
- The SOS file number (found on your Certificate of Formation or any prior filing).
- The name of the current registered agent (as listed in SOS records).
- The current registered office address (as listed in SOS records).
- The name of the new registered agent (must be different from the current agent unless you are only changing the address).
- The new registered office address (physical street address, cannot be a PO Box).
- The signature of an authorized representative (officer, manager, member, or attorney).
- A statement that the new registered agent has consented to the appointment. Unlike previous years, Form 401 does not require a separate notarized consent form – but you must retain written evidence of consent in your entity records.
Step-by-step filing instructions
Step 1: Obtain written consent from the new registered agent
Before filing Form 401, the new registered agent must agree to serve. If you are appointing an individual, they must sign a simple statement: "I, [name], consent to serve as registered agent for [entity name] as of [date]." Keep this signed document in your corporate records.
If you are using a commercial registered agent service, they will provide you with a signed consent letter (or they handle the filing for you).
The SOS does not require you to submit the consent form, but you must have it in case of an audit or legal challenge.
Step 2: Complete Form 401
You have two filing options:
- Online via SOSDirect (recommended): Log into your SOSDirect account. Select "File a Document" and choose Form 401. Complete the online fields. The system will auto-validate your entity name and file number. Upload any exhibits (if needed). Pay the $15 filing fee by credit card. Processing time: 1-2 business days. You will receive an electronic filing receipt.
- By mail or in person: Download Form 401 from the SOS website (PDF). Print, complete, and sign. Mail the original to: Secretary of State, P.O. Box 13697, Austin, TX 78711-3697. Enclose a check for $15 payable to "Secretary of State." In-person delivery is also accepted at the Austin office (1019 Brazos Street). Mail processing time: 5-7 business days.
Step 3: Update your records and notify the new agent
After the SOS approves the change, you will receive a filing receipt. Forward a copy to your new registered agent.
Update your internal records (operating agreement, corporate minutes, or other documents that list the registered agent).
Also update your bank accounts, state tax filings, and any other government forms that reference the registered agent address.
What if the registered agent resigns without your consent?
When a registered agent wants to resign, they file a Statement of Resignation of Registered Agent (Form 403) with the SOS.
The SOS then notifies your entity at its principal office address. You have 30 days from the date of notice to appoint a new registered agent by filing Form 401.
If you fail to appoint a new agent within 30 days, the SOS will forfeit your entity's right to transact business in Texas.
Forfeiture means you cannot sue in Texas courts, enforce contracts, or obtain a Certificate of Good Standing.
Reinstatement requires filing Form 401 (to appoint a new agent) and then filing Form 811 (Reinstatement) with a $100 fee for LLCs ($25 for non-profits).
Changing registered agent vs. changing registered office address only
If you are keeping the same registered agent but moving the registered office address (e.g., your agent moved to a new suite), you still file Form 401.
On the form, indicate that the registered agent remains the same, but provide the new address.
The fee remains $15. If you change the agent and the address at the same time, list both new items on the same form – no need to file two separate forms.
Do I need to change my registered agent if I move my business location?
No – if you are the registered agent (acting as your own agent) and you move your business to a new address within Texas, you MUST file Form 401 to update the registered office address.
Your registered office address must be your physical location where you can receive service of process.
If you move without updating the address, legal documents sent to the old address will not reach you, and a default judgment could be entered against your LLC without your knowledge.
If you use a commercial registered agent service, moving your business location does not affect the registered agent address – only the registered agent's own address matters, not your operational address.
Common mistakes when filing Form 401
- Not obtaining consent from the new agent: The SOS does not verify consent at filing time, but later disputes can invalidate service of process. If you list someone as agent without their knowledge and they refuse to accept legal documents, your LLC could face a default judgment.
- Using a PO Box or non-Texas address: The registered office address must be a physical street address in Texas. PO boxes, UPS Store boxes, and addresses outside Texas are rejected.
- Misspelling the entity name or file number: Even a small typo can cause the SOS to reject the filing or incorrectly link the change to a different entity.
- Filing Form 401 for a foreign LLC before registering in Texas: Only entities already registered with the Texas SOS can file Form 401. If you have a foreign LLC that has never registered, you must file Application for Registration (Form 403) first.
Cost and processing time summary
- Filing fee: $15
- Online filing via SOSDirect: 1-2 business days
- Mail filing: 5-7 business days (plus mailing time)
- Expedited processing (24 hours): available for additional $25 to $1,000; call SOS at (512) 463-5555 for instructions.
Practical tip: Many business owners switch to a commercial registered agent service (cost $50 to $300 per year) for three reasons: (1) privacy – your home address is not on public record; (2) reliability – they scan and forward legal documents promptly; (3) compliance – they often send reminders for annual franchise tax filings.
If you are currently acting as your own agent, evaluate whether the $100-$200 annual cost is worth the peace of mind.
When you switch, file Form 401 as described, and also update your bank accounts and Texas Comptroller records with the new agent's address.