- Who can sign a document filed with the secretary of state under the Texas Business Organizations Code (BOC)?
- How should my documents be signed? Does the form of the signature matter?
- Does the signature on my document need to be notarized?
Who can sign a document filed with the secretary of state under the Texas Business Organizations Code (BOC)?
Who can sign a document filed with the secretary of state depends on the type of entity, whether the entity is domestic or foreign, and the type of document. For Texas filing entities, use the table below. For other types of entities, see the information following the domestic entities table.
Authorized signers for domestic filing entities. Instructions for table: Choose the type of entity at the top and the type of document on the left. The cell where the two choices match up contains the answer to who can sign the document. For example, a nonprofit corporation certificate of formation must be signed by each organizer.
Domestic Entity Corporation
(for-profit, nonprofit, professional)
Limited Partnership LLC/PLLC Professional Association Cooperative AssociationFormation Each organizer (BOC § 3.004) Each general partner (BOC § 3.004) Each organizer (BOC § 3.004) Each member (BOC § 3.015(a)(1)) Each organizer (BOC § 3.004)Correction (BOC § 4.101)A person authorized to sign the document being correctedAmendment
Change of registered agent by entity
after termination for non-tax reasons
Officer (BOC §§ 20.001, 303.001) General partner(s) (BOC §§ 153.052, 153.553) Authorized officer, manager, or member (BOC § 101.0515) Officer (BOC §§ 302.001, 20.001) Authorized officer (BOC §§ 251.002, 251.052, 20.001)Reinstatement after tax forfeiture (Tax Code § 171.313) Stockholder, director, or officer at time of forfeiture Any partner at time of forfeiture Officer, manager, or member at time of forfeiture Member, officer, or director at time of forfeiture N/A
* A certificate of merger may require the signature of a representative of each party to the merger.
Limited liability partnership registration and other LLP filings. Must be signed by a majority-in-interest of the partners or by at least one partner authorized by a majority-in-interest, with the exception that an application by a limited partnership to become a limited liability partnership or withdraw a registration must be signed by at least one general partner. BOC §§ 152.802, 152.905, 153.352.
Filings by a registered agent, including change of registered agent submitted by the registered agent, rejection of appointment as registered agent, or registered agent resignation. Must be signed by the person named as registered agent. BOC §§ 4.001, 5.203, 5.205.
Authorized signers for foreign entity filings (except LLPs). Authorized signers are determined in accordance with the law of the jurisdiction of formation.
The Office of the Secretary of State is a ministerial filing office, and cannot assist you in determining the appropriate signature format for your situation, but the following general information may be helpful. An individual signing on his own behalf, such as a sole proprietor, may simply sign his name and type or write his name below:
Signing on behalf of an entity requires more caution. Individuals have been held personally liable for contracts based on the way they signed them. A signature block should clearly indicate in what capacity an individual is signing. On secretary of state forms, when signing on behalf of an entity, enter the name of the entity at “By.”
In most cases, documents submitted to the Secretary of State for filing are not required to be notarized. The Business Organizations Code (BOC) does not require the notarization of signatures on filing instruments. However, documents governed by codes or statutes other than the BOC might need to be notarized. For example, each organizer of an entity created under certain parts of the Local Government Code must sign and verify the formation document. A verification is formal swearing to or affirming the truth of the statements in a document before a notary public or other person authorized to administer oaths. If you are submitting a document for an entity created under a code or statute other than the BOC, you should check the requirements of that code or statute to determine whether the document needs to be notarized.
Also note that assumed name certificates submitted to a county clerk for filing must be acknowledged before a notary; however, assumed name certificates submitted to the Secretary of State do not need to be notarized.
- How do I submit my documents to the secretary of state for filing?
- Does the secretary of state require an “original” document containing a wet ink signature?
- What is the normal processing time for documents? Is expedited service available?
- May I file now and make my filing effective at a later date and/or time?
Filings may be submitted by the following methods. If the filing is submitted with an extra copy, upon filing, the extra copy will be file-stamped and returned to the submitter with evidence of filing. Don’t forget to include payment with your documents.
- Online: SOSDirect (electronic filing of many, but not all, types of documents)
- Fax: (512) 463-5709
- Mail: Corporations Section
P. O. Box 13697
Austin, Texas 78711-3697
- Delivery: James Earl Rudder Office Building
Austin, Texas 78701
Documents sent by courier or Federal Express should be sent to the delivery address.
A wet ink signature is not required. Copies and electronically signed documents are accepted.
The office normally processes documents within 3-5 business days from the date received. A document submitted with the $25 expedited service fee is typically processed by close of business the next business day following receipt.
Certain filings may be made effective on a date and/or time after the date of receipt. The delayed effective date may be no more than (90) days from the date the instrument is signed. A time also may be provided along with the delayed effective date; however, the time may not be specified as midnight, noon, 12:00 a.m. or 12:00 p.m. The time provided will always be entered into our computer system using Central Time even if the document specifies time from another time zone.
Where permitted, the secretary of state forms explain delayed effectiveness in greater detail. A delayed effectiveness provision must be stated within a document; instructions relating to the effectiveness in a cover letter are insufficient.
Delayed effectiveness is not permitted for:
- a reservation of a name,
- a registration of a name,
- a statement of event or fact filing, or
- a certificate of abandonment.
In addition, there is no provision in Chapter 71 of the Business & Commerce Code for delayed effectiveness for an assumed name certificates or an abandonment of assumed name certificate.
- What is the fee for my filing?
- What methods of payment are available? To whom do I make out my check?
- Can I have you bill me for the filing fees or pay on an installment plan?
The Texas Business Organizations Code sets statutory filing fees. Fees for filing documents with the secretary of state may be seen in our fee schedule.
- Check or money order payable to the secretary of state through a U.S. Bank or financial institution
- Credit card (American Express, Discover, MasterCard, or Visa. Credit card payments are subject to an additional statutory convenience fee of 2.7% of amount charged.)
- LegalEaseSM debit card
- Prefunded client account
- Cash (for in-person submissions only)
No. Neither of these options is available because the Texas Business Organizations Code requires payment of all fees as a condition of filing. We cannot file a document unless all fees have been paid.
- How do I order copies or certificates from the secretary of state?
- How do I obtain a certificate of good standing?
- When will I receive my order?
- Can I get my certificate in color instead of black and white?
- payment with your request.
If you’ve been asked to obtain a “certificate of good standing,” the first step is to determine what type of certificate is being requested.
Although the comptroller’s office no longer uses the term, "certificate of good standing" is sometimes used to refer to a certificate issued by the Texas Comptroller of Public Accounts regarding an entity’s franchise tax account status. The comptroller’s office now refers to these certificates as “certificates of account status.” Information about certificates of account status is available from the comptroller.
Certificates of account status are often confused with certificates of status issued by the secretary of state. A “certificate of status” is a certificate issued by the secretary of state that serves as official evidence of an entity’s existence or authority to transact business in Texas. A certificate of status provides a statement of an entity’s status, as well as the entity’s current legal name and date of formation or registration. For information about ordering a certificate of status from the secretary of state, see FAQ #1 above.
Orders for certificates of status are generally processed within one business day of receipt. Orders for copies typically take 4 to 5 business days, but can be expedited at the time of placing the order for an additional $10. Expedited copy orders are completed within 1 to 3 business days after the receipt. All faxed orders for copies or certificates are treated as expedited requests and are charged accordingly. SOSDirect is usually a quick alternative to a request for expedited handling.
No. The Secretary of State issues black and white certificates. We do not offer a color option. If there is a question about the validity of a certificate, anyone may enter the document number that appears at the bottom of the certificate in our certificate validation service.