Texas Business Organizations Code
Sec. § 4.106
Amendment of Filings


A filing instrument that an entity files with the secretary of state may be amended or supplemented to the extent permitted by the provisions of this code that apply to that entity.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 4.151. FILING FEES: ALL ENTITIES. The secretary of state shall impose the following fees:

(1)

for filing a certificate of correction, $15;

(2)

for filing an application for reservation or registration of a name, $40;

(3)

for filing a notice of transfer of a name reservation, $15;

(4)

for filing an application for renewal of registration of a name, $40;

(5)

for filing a certificate of merger or conversion, other than a filing on behalf of a nonprofit corporation, $300 plus, with respect to a merger, any fee imposed for filing a certificate of formation for each newly created filing entity or, with respect to a conversion, the fee imposed for filing a certificate of formation for the converted entity;

(6)

for filing a certificate of exchange, $300; and

(7)

for preclearance of a filing instrument, $50.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 17, eff. September 1, 2007.
Sec. 4.152. FILING FEES: FOR-PROFIT CORPORATIONS. For a filing by or for a for-profit corporation, the secretary of state shall impose the following fees:

(1)

for filing a certificate of formation, $300;

(2)

for filing a certificate of amendment, $150;

(3)

for filing an application of a foreign corporation for registration to transact business in this state, $750;

(4)

for filing an application of a foreign corporation for an amended registration to transact business in this state, $150;

(5)

for filing a restated certificate of formation and accompanying statement, $300;

(6)

for filing a statement of change of registered office, registered agent, or both, $15;

(7)

for filing a statement of change of name or address of a registered agent, $15, except that the maximum fee for simultaneous filings by a registered agent for more than one corporation may not exceed $750;

(8)

for filing a statement of resolution establishing one or more series of shares, $15;

(9)

for filing a certificate of termination, $40;

(10)

for filing a certificate of withdrawal of a foreign corporation, $15;

(11)

for filing a certificate from the home state of a foreign corporation that the corporation no longer exists in that state, $15;

(12)

for filing a bylaw or agreement restricting transfer of shares or securities other than as an amendment to the certificate of formation, $15;

(13)

for filing an application for reinstatement of a certificate of formation or registration as a foreign corporation following forfeiture under the Tax Code, $75;

(14)

for filing an application for reinstatement of a corporation or registration as a foreign corporation after involuntary termination or revocation, $75;

(15)

for filing a certificate of validation, $15, plus the filing fee imposed for filing each new filing instrument that is attached as an exhibit to the certificate of validation under Section 21.908(b)(3)(C); and

(16)

for filing any instrument as provided by this code for which this section does not expressly provide a fee, $15.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 10, eff. January 1, 2006.
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 18, eff. September 1, 2007.
Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 1, eff. September 1, 2017.
Sec. 4.153. FILING FEES: NONPROFIT CORPORATIONS. For a filing by or for a nonprofit corporation, the secretary of state shall impose the following fees:

(1)

for filing a certificate of formation, $25;

(2)

for filing a certificate of amendment, $25;

(3)

for filing a certificate of merger, conversion, or consolidation, without regard to whether the surviving or new corporation is a domestic or foreign corporation, $50;

(4)

for filing a statement of change of a registered office, registered agent, or both, $5;

(5)

for filing a certificate of termination, $5;

(6)

for filing an application of a foreign corporation for registration to conduct affairs in this state, $25;

(7)

for filing an application of a foreign corporation for an amended registration to conduct affairs in this state, $25;

(8)

for filing a certificate of withdrawal of a foreign corporation, $5;

(9)

for filing a restated certificate of formation and accompanying statement, $50;

(10)

for filing a statement of change of name or address of a registered agent, $15, except that the maximum fee for simultaneous filings by a registered agent for more than one corporation may not exceed $250;

(11)

for filing a report under Chapter 22, $5;

(12)

for filing a report under Chapter 22 to reinstate a corporations right to conduct affairs in this state, $5, plus a late fee in the amount of $5 or in the amount of $1 for each month or part of a month that the report remains unfiled, whichever amount is greater, except that the late fee may not exceed $25;

(13)

for filing a report under Chapter 22 to reinstate a corporation or registration following involuntary termination or revocation, $25;

(14)

for filing a certificate of validation, $5, plus the filing fee imposed for filing each new filing instrument that is attached as an exhibit to the certificate of validation under Section 22.508(c)(3)(C); and

(15)

for filing any instrument of a domestic or foreign corporation as provided by this code for which this section does not expressly provide a fee, $5.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 11, eff. January 1, 2006.
Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 2, eff. September 1, 2019.
Sec. 4.154. FILING FEES: LIMITED LIABILITY COMPANIES. For a filing by or for a limited liability company, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.152.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 4.155. FILING FEES: LIMITED PARTNERSHIPS. For a filing by or for a limited partnership, the secretary of state shall impose the following fees:

(1)

for filing a certificate of formation or an application for registration as a foreign limited partnership, $750;

(2)

for filing a certificate of amendment or an amendment of registration of a foreign limited partnership, $150;

(3)

for filing a restated certificate of formation, $300;

(4)

for filing a statement for change of registered office, registered agent, or both, $15;

(5)

for filing a statement of change of name or address of a registered agent, $15, except that the maximum fee for simultaneous filings by a registered agent for more than one limited partnership may not exceed $750;

(6)

for filing a certificate of termination, $40;

(7)

for filing a certificate of withdrawal of a foreign limited partnership, $15;

(8)

for filing a certificate of reinstatement of a limited partnership or registration as a foreign limited partnership after involuntary termination or revocation under Chapter 11 or Chapter 9, $75;

(9)

for filing a periodic report required under Chapter 153, $50;

(10)

for reviving a limited partnerships right to transact business under Chapter 153, $50 plus a late fee in an amount equal to the lesser of:

(A)

$25 for each month or part of a month that elapses after the date of the notice of forfeiture; or

(B)

$100;

(11)

for reinstatement of a certificate of formation or registration under Chapter 153, $50 plus a late fee of $100 and a reinstatement fee of $75;

(12)

for filing any document required or permitted to be filed for a limited liability partnership, the secretary of state shall impose the same fee as the filing fee for a general partnership under Section 4.158. For purposes of calculation of the filing fee, all references to partners in Section 4.158 as applied to limited partnerships mean general partners only; and

(13)

for filing any instrument as provided by this code for which this section does not expressly provide a fee, $15.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 12, eff. January 1, 2006.
Sec. 4.156. FILING FEES: PROFESSIONAL ASSOCIATIONS. For a filing by or for a professional association, the secretary of state shall impose the following fees:

(1)

for filing a certificate of formation or an application for registration as a foreign professional association, $750; and

(2)

for filing any other instrument, the fee provided for the filing of a similar instrument under Section 4.152.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2015, 84th Leg., R.S., Ch. 1097 (H.B. 2891), Sec. 1, eff. January 1, 2016.
Sec. 4.157. FILING FEES: PROFESSIONAL CORPORATIONS. For a filing by or for a professional corporation, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.152.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 4.158. FILING FEES: GENERAL PARTNERSHIPS. For a filing by or for a general partnership, the secretary of state shall impose the following fees:

(1)

for filing a limited liability partnership application, $200 for each partner;

(2)

for filing a limited liability partnership annual report, $200 for each partner on the date of filing of the report or, in the case of any past due annual report, $200 for the number of partners as of May 31 of the year that the report was due;

(3)

for filing an application for registration by a foreign limited liability partnership, $200 for each partner in this state, except that the maximum fee may not exceed $750;

(4)

for filing a renewal of registration by a foreign limited liability partnership, $200 for each partner in this state, except that the maximum fee may not exceed $750;

(5)

for filing a certificate of amendment for a domestic limited liability partnership, $10, plus $200 for each partner added by the amendment;

(6)

for filing a certificate of amendment for a foreign limited liability partnership, $10, plus $200 for each partner in this state added by amendment not to exceed $750; and

(7)

for filing any other filing instrument, the filing fee imposed for a similar instrument under Section 4.155.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 19, eff. September 1, 2007.
Acts 2015, 84th Leg., R.S., Ch. 23 (S.B. 859), Sec. 1, eff. January 1, 2016.
Sec. 4.159. FILING FEES: NONPROFIT ASSOCIATIONS. For a filing by or for a nonprofit association, the secretary of state shall impose the following fees:

(1)

for filing a statement appointing an agent to receive service of process, $25;

(2)

for filing an amendment of a statement appointing an agent, $5;

(3)

for filing a cancellation of a statement appointing an agent, $5;

(4)

for filing a certificate of merger or conversion, regardless of whether the surviving or new nonprofit organization is a domestic or foreign entity, $50; and

(5)

for filing any instrument of a nonprofit association as provided by this code for which this section does not expressly provide a fee, $5.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 2, eff. September 1, 2017.
Sec. 4.160. FILING FEES: FOREIGN FILING ENTITIES. For a filing by or for a foreign filing entity when no other fee has been provided, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.151 or 4.152.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Sec. 4.161. FILING FEES: COOPERATIVE ASSOCIATIONS. For a filing by or for a cooperative association, the secretary of state shall impose the same fee as the filing fee for a similar instrument under Section 4.153.
Added by Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 13, eff. January 1, 2006.
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Dec. 12, 2019