- Can one person be the sole shareholder, director, and officer of a corporation?
- What are the liabilities of an entityís officers, directors, or managers when the entity is forfeited for non-payment of franchise tax?
- How do I find the management information for a corporation or LLC?
- How do I change the management information for a corporation or LLC?
- How do I change the management information for a limited partnership?
- Can the secretary of state investigate complaints about a corporation or other business entity?
- How can I find the ownership information for a business entity?
- I am listed in the management records of an entity but I resigned, have been removed, or never consented to be a member, officer or director of the entity. What can I do?
- I’m transferring or selling my ownership interest in a limited liability company, corporation or limited partnership. Is there a filing required under Texas or federal securities laws?
It depends. The Texas Business Organizations Code requires that for-profit corporations and professional corporations have at least one director, one president, and one secretary. A single person can be the president, secretary, sole director, and sole shareholder.
In the case of a nonprofit corporation, the Texas Business Organizations Code requires a nonprofit corporation to have at least three directors, one president, and one secretary; however, in a nonprofit corporation, the same person cannot be both the president and secretary.
In both for-profit corporations and nonprofit corporations, officers and directors must be natural persons.
What are the liabilities of an entityís officers, directors, or managers when the entity is forfeited for non-payment of franchise tax?
Liabilities resulting from tax forfeiture are addressed in the Texas Tax Code and the cases that interpret those statutes. For information on these issues, please contact your attorney or the General Law Section of the Legal Services Division, Office of the Comptroller of Public Accounts, (512) 463-4600.
The Texas Comptroller of Public Accounts collects management information for corporations and LLCs from the entity’s Public Information Report (PIR) that are filed as part of the entity’s franchise tax report. PIRs list the names and addresses of a corporation’s or LLC’s officers, directors, managers, or members, as applicable. PIRs are only filed once each year and are not updated during the course of the reporting year. Once the PIR has been processed by the Comptroller of Public Accounts, the PIR is forwarded to the secretary of state. Management information taken from the PIR is maintained by the secretary of state and can be accessed by the public through SOSDirect, by calling (512) 463-5555, or by email. Please note, the management information maintained by the secretary of state is not necessarily current, but is based on the last information received by this office.
Any changes that occur in officer/director/manager/member status after the filing of a PIR would be reflected on the next PIR the entity is required to file. An entity that made an error in its PIR may file an amended PIR with a cover letter pointing out the error. In addition, a person whose name has been erroneously included in a PIR can file an affidavit to that effect with the Comptroller. To obtain further information or to find the most recent version of a PIR filed with the Comptroller of Public Accounts, please contact the Open Records Division by email or by calling (800) 531-5441, ext. 6-6057 or (512) 936-6057.
Corporations and LLCs change management by following the procedures for removal or resignation. These provisions are generally found in an entityís governing documents, such as its bylaws, regulations or company agreement. Once a change in management has been made internally by the entity, the management records with the secretary of state may be updated in two ways.
First, corporations and LLCs are required to update their management information each year on the Public Information Report, filed with the Texas Comptroller of Public Accounts. This information is then sent to the secretary of state and the management records are updated accordingly. Second, although amendments are not required, corporations may file an amendment with the secretary of state to update the director information; LLCs may file an amendment to update management information. Both of these options will update the information in the records of the secretary of state.
The governing authority for a limited partnership is the general partner(s). A limited partnership is required to file an amendment to its certificate of formation (Form 424 Word 135kb, PDF 129kb) or application for registration (Form 412 Word 128kb, PDF 93kb) whenever there is a change to its general partner information.
No. The secretary of state is a ministerial filing officer. We can tell you an entity’s name, registered agent, registered office address, and status. We cannot investigate or regulate the internal affairs of any entity, including how it runs meetings, does business, elects officers, or treats its shareholders.
The secretary of state does not maintain any information on a corporationís shareholders, with the limited exception of a close corporation; however, we do maintain records of an entity's registered agent and registered office address.
Limited Liability Companies:
The secretary of state does not maintain any information on the ownership of a LLC. The secretary of state has information on the initial members of a member-managed LLC. We also maintain records of an entity's registered agent and registered office address.
The secretary of state does maintain the name and address of each general partner of a limited partnership (LP). However, the names and addresses of limited partners are not filed with the secretary of state.
I am listed in the management records of an entity but I resigned, have been removed, or never consented to be a member, officer or director of the entity. What can I do?
An individual who is not authorized to act for an entity cannot file documents in the secretary of state’s records on behalf of the entity, except in the limited circumstance of the resignation or rejection of appointment as a registered agent. Someone authorized to act on behalf of the filing entity can follow the procedures set forth in FAQs #4 and 5, above, to change the management information but there is nothing that an unauthorized individual can file with the secretary of state’s office in order to remove his or her name from the management records of this office. The secretary of state’s office cannot advise you on who has the authority to act on behalf of an entity, but we can give you the registered agent and office contact information if you want to contact the entity to request that the records be updated or corrected. For advice on who has the authority to act on behalf of an entity or what to do if you do not get a satisfactory response from the entity, you should consult with your private attorney.
If you have been named on a Public Information Report, filed with the Texas Comptroller of Public Accounts, and you were not associated with the entity at the time of filing, you can file a sworn statement with the comptroller, pursuant to §171.203(e) of the Texas Tax Code. Once filed, the comptroller will forward the information to our office and we can update the management records. Please contact the comptroller for more information on this option.
If you think you have been the victim of identity theft, you may wish to review the information from the Office of the Texas Attorney General regarding fighting identity theft.
Iím transferring or selling my ownership interest in a limited liability company, corporation or limited partnership. Is there a filing required under Texas or federal securities laws?
Securities are not registered with the secretary of state, and you are not required to notify the secretary of state when shares are issued or transferred. For information on whether a filing is required under Texas or federal securities laws, contact the Texas State Securities Board and the Securities and Exchange Commission.