A person appointed or named as a registered agent must have consented, in written or electronic form, to serve in that capacity.
Designation or appointment of a registered agent by an organizer or managerial official in a registered agent filing is affirmation of consent.
SOS developed Form 401-A for the consent.
Use of form is optional.
See 1 TAC § 79.29 if not using form.
Registered Agent Filings to which the consent requirement applies.
Filings under the BOC:
certificates of formation, applications for registration, statements of change of registered agent/office, amendments, restated certificates, mergers, conversions, reinstatements.
Similar documents for filings by entities organized under special statutes and governed in whole or part by the BOC or to which general corporate laws apply.
Appointment of agents by:
unincorporated nonprofit associations
Texas financial institutions
defense base development authorities
Failure to Obtain Consent
Sections 4.007 and 4.008 apply to false statement in registered agent filing naming a person without consent.
Section 4.007 provides for damages, court costs, and attorney’s fees for a loss caused by a false statement of material fact in a filing instrument.
Section 4.008 provides criminal penalties if a person signs or directs the filing of an instrument that the person knows is materially false.
Rejection of Appointment
A person named as registered agent without consent is not required to perform the duties of a registered agent and may refuse service of process.
A person designated without consent may terminate the designation by filing a statement of rejection with SOS.
SOS developed Form 428 for rejection.
SOS will notify entity of the necessity of filing a new registered agent and office.
Failure to timely designate a new agent may result in involuntary termination of a domestic entity or revocation of registration of a foreign entity.