How to change the name of a Texas LLC

How to change the name of a Texas LLC

When a business decides to use a new name, there are a handful of tasks that need to be completed. This article will outline a name change task list and provide a name change alternative.

Name Change Task List:

  1. authorizing resolution;
  2. Certificate of Amendment;
  3. IRS Notice; and
  4. provide the new name to anyone else.

We charge a flat fee of $350 (which includes the $150 filing fee and hard costs) to change the name of an LLC (i.e., to handle everything above except for the last item). If you’d like for us to handle a name change for you, you can submit a name change request here.

1. Sign Authorizing Resolution(s)

The decision to change the name of an LLC is one that requires the consent of at least a simple majority of the members/owners (or managers if the LLC is governed by managers). The authorizing resolution typically comes in the form of a Consent in Lieu of Special Meeting (rather than having an actual meeting and documenting the “Minutes” of the meeting).

2. File a Certificate of Amendment

The filing of a Certificate of Amendment (Form 424) with the Texas Secretary of State is the customary mechanism used to officially change the name of a Texas LLC. The Secretary of State charges a filing fee of $150 for an Amendment.

If the name change is filed soon after the date of formation (or is done to fix a typo), you can use a Certificate of Correction (Form 403) which has a filing fee of only $15.

3. Send Notice to the IRS

If you obtained an EIN (aka Federal Tax ID) under the old name, you’ll want to notify the IRS of the name change once the name change is official. Per the IRS’ website, the mechanism in which the IRS wants to be notified depends on the way the LLC is taxed:

Sole Proprietorship: An LLC taxed like a sole proprietorship (most single-member LLCs are taxed this way) should send a letter to the IRS at the address where you filed your last return, informing them of the name change.  The notification letter must be signed by the business owner or authorized representative.

Corporation: An LLC taxed like an S-Corp or C-Corp would mark the appropriate name change box on the corporate tax return (Form 1120). If you have already filed your return for the current year, send a letter to the IRS at the address where you filed your last return to inform them of the name change. The notification letter must be signed by a corporate officer.

Partnership: If the LLC is taxed like a partnership (most multi-member LLCs are taxed this way), you can mark the appropriate name change box on Form 1065.  If you have already filed your return for the current year, send a letter to the IRS at the address where you filed your last return to inform them of the name change. The notification letter must be signed by a partner of the business.

4. Provide the new name to anyone else

After you have formally changed the name and sent notice to the IRS, you’ll want to think through who else needs to be notified (banks, vendors, clients, tenants, etc).

How long does it take to change the name of a Texas LLC?

The Texas Secretary of State is taking 4 business days (as of the writing of this article) to process a Certificate of Amendment that is filed via SOSDirect. Non-expedited fax filings are taking 10 business days and non-expedited filing via the mail are taking 70 business days.

Please note, a Certificate of Amendment can only be filed via SOSDirect if the Amendment is for a name change only. If any of the amendments outlined below are needed, you will need to fax or mail the Amendment or upload via SOSUpload.

What else can be accomplished with a Certificate of Amendment in Texas?

In addition to changing the name of an LLC, a Certificate of Amendment can be used to change the name or address of the registered agent; change the name or address of a member or manager; change the duration of the LLC; or change the purpose of the LLC.

Does a name change require an amendment to the LLC’s Company Agreement?

Typically, a name change does not require an amended Company Agreement. The initial Company Agreement is usually dated as of the LLC’s date of formation. If your LLC was named ABC LLC on January 1 and you change the name to XYZ LLC on March 1, the January 1 Company Agreement remains accurate (i.e., the name of the LLC was ABC LLC on January 1).

If you decide to amend the Company Agreement, you will want to pay attention to the date of amended Company Agreement and make sure it matches the date in which the Certificate of Amendment was filed.

Alternative to LLC Name Change

Rather than formally changing the name of your Texas LLC, you can simply file an Assumed Name Certificate (aka DBA which is short for “doing business as”) with the state. The LLC name would stay the same and you would do business under the desired new name (called the “assumed name”).

The filing of a DBA is quicker than a name change and cheaper, but only lasts for 10 years. In other words, if you go the DBA route, you would have to file a new Assumed Name Certificate/DBA every 10 years (assuming you are still using the assumed name).

If you’d like for us to proceed with the DBA filing, you can submit your DBA request here.

Zachary Copp

Attorney at The Copp Law Firm | zac@copplaw.com

Mr. Copp is is a graduate of University of Texas at Austin and founder of the The Copp Law Firm. He has personally formed over 3,000 Texas LLCs since 2015 and was recognized as a Rising Star by Super Lawyers for 7 straight years (only 2.5% of Texas attorneys are chosen for this honor each year). See Mr. Copp's full bio

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