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Filing Not Required: The signed consent of the registered agent should be sent to and retained by the

represented entity.

Unless otherwise required by the provisions of the BOC or other law applicable to the represented

entity, the consent of the registered agent is not required to be submitted or included as part of a

registered agent filing. However, a registered agent filing that includes the written consent of the person

designated will be retained in the records of the secretary of state as part of the document.

Permissive Filing: A consent of registered agent that is submitted separately for purposes of filing with

the secretary of state will be indexed in the filing history of the represented entity if the consent is

accompanied by the fee imposed under chapter 4 of the BOC for the filing of an instrument for which a

fee is not expressly provided. The fee is $15, unless the consent is submitted on behalf of a nonprofit

corporation or cooperative association. The fee for a nonprofit corporation or cooperative association is

$5. The consent may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-

5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701.

Rejection of Appointment: A person who has been named as the registered agent of an entity without

the person’s consent is not required to perform the duties of a registered agent (BOC § 5.206). In

addition, a person who has been designated as a registered agent without the person’s consent may file a

rejection of the appointment with the secretary of state. On filing, the rejection of appointment will

terminate the appointment of the registered agent and registered office. Failure to appoint or maintain a

registered agent and registered office may result in the involuntary termination of a domestic filing

entity or the revocation of a foreign filing entity’s registration to transact business in Texas.

Changes by a Registered Agent: A registered agent that changes its name or that changes its address as

the address of the entity’s registered office should notify the represented entity of the change and file a

statement of change with the secretary of state. (Form 408)

A person may resign as the registered agent of an entity by providing notice to the represented entity and

the secretary of state. Notice to the secretary of state must be given before the 11

day after the date

notice is given to the entity. On compliance with the notice requirements, the appointment of the

registered agent and registered office terminate. However, this termination is not effective until the 31

day after the date the secretary of state receives notice (BOC § 5.204(d)).

Changes by a Represented Entity: The failure of a domestic or foreign filing entity to maintain a

registered agent and registered office address in Texas may result in the involuntary termination of the

domestic filing entity or in the revocation of the foreign entity’s registration. Therefore, it is important

that an entity file a statement of change of registered agent and/or registered office (Form 401) with the

secretary of state to appoint a new registered agent when the person named as registered agent will no

longer serve in that capacity or when the registered office address of the entity changes.

False or Fraudulent Filings: Please note that the liabilities and penalties imposed by sections 4.007

and 4.008 of the BOC apply with respect to a false statement in a filing instrument that designates and

appoints a person as the registered agent of an entity without that person’s consent (BOC § 5.207).

A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a

filing instrument the person knows is materially false with the intent that the instrument be delivered to

the secretary of state for filing. The offense is a Class A misdemeanor unless the person’s intent is to

harm or defraud another, in which case the offense is a state jail felony.

Revised 12/09

Form 401-A

Form 401-A - Acceptance Of Appointment And Consent To Serve As Registered Agent - Texas Secretary Of State Page 2