Texas Form 306 is the Change of Registered Agent and/or Registered Office by an Entity filing submitted to the Texas Secretary of State to update the public-record name and address where lawsuits and official notices are delivered. You file it when your registered agent resigns, moves, or you simply choose a new one, and the standard filing fee is $15 for most entities and $5 for nonprofit corporations and cooperative associations under Texas Business Organizations Code §4.154.
Failing to keep this information current is more dangerous than most owners realize. According to the Texas Comptroller’s franchise tax forfeiture data, tens of thousands of Texas entities lose their right to do business each year because notices are mailed to outdated registered agents and never reach the owners.
Here is exactly what you will learn in this guide:
- 📄 How to complete every line of Form 306 without rejection
- ⚖️ Why Texas law treats the registered agent as your legal lifeline
- 🧾 Real filled-in examples for LLCs, corporations, and nonprofits
- 🚫 The 7 most common mistakes that get filings bounced back
- 💡 FAQs covering fees, timing, consent, and foreign entities
What Texas Form 306 Actually Is
Texas Form 306 is a one-page statutory filing that updates two pieces of public information: the name of your registered agent and the street address of your registered office. The form is governed primarily by Tex. Bus. Orgs. Code §5.202, which authorizes domestic and foreign filing entities to change either or both items by filing a statement with the Secretary of State.
The plain-English purpose is simple. Texas wants a reliable human or company at a real Texas street address who will accept service of process if your business is sued. Without that contact point, courts cannot fairly notify your business of lawsuits, and the state cannot deliver tax or compliance notices.
The consequence of ignoring this duty is severe. Under Tex. Bus. Orgs. Code §11.251, the Secretary of State may involuntarily terminate a domestic entity that fails to maintain a registered agent, and a foreign entity can lose its registration to transact business in Texas.
A real-world example helps. Maria Lopez runs Lopez Tile LLC and moves her office from Houston to Katy. Her old landlord refuses to forward mail, a customer sues, the citation is delivered to the empty Houston suite, and Maria first learns of the lawsuit when a default judgment hits her bank account. A timely Form 306 would have prevented that loss.
A common misconception is that Form 306 changes your business mailing address. It does not. The form only updates the registered office and registered agent, not your principal place of business, your franchise tax mailing address, or your assumed-name records.
Who Must File Form 306
Form 306 applies to filing entities formed in Texas and foreign filing entities registered to transact business in Texas. That includes for-profit corporations, professional corporations, LLCs, professional LLCs, limited partnerships, professional associations, and nonprofit corporations under Tex. Bus. Orgs. Code §1.002.
Sole proprietorships and general partnerships generally do not file Form 306 because they are not filing entities. They have no registered agent on file with the Secretary of State, so a change is meaningless for them.
A nonprofit corporation example clarifies this. Pastor James Whitfield runs Eastside Hope Inc., a Texas nonprofit. When his volunteer registered agent steps down, James files Form 306 and pays $5, not $15, because nonprofit corporations receive a reduced fee under §4.154.
The misconception here is that a single-member LLC can skip the filing because “I am the only person involved.” Texas treats the LLC as a separate legal person, and the registered agent must be listed and current regardless of how many members exist.
When Form 306 Is the Wrong Form
Form 306 is the wrong choice when the registered agent themselves wants to resign. In that case the agent uses Form 402 or Form 403, not Form 306, because the resignation is initiated by the agent rather than the entity.
It is also wrong when you are forming a brand-new entity. New formations list the registered agent on the certificate of formation (Form 205 for LLCs, Form 201 for for-profit corporations), and Form 306 only applies to existing entities making a change.
A scenario shows why this matters. David Chen tries to file Form 306 the same day he files his certificate of formation for Chen Robotics LLC. The Secretary of State rejects the 306 because the entity is not yet on record. David must wait until formation is approved, then file 306 if he wants a different agent.
The misconception is that any registered agent change can be “fixed” with Form 306. If the agent has died, dissolved, or moved without consent, the entity may need to combine Form 306 with sworn statements or use Form 401-A for a name change of the agent.
Why the Registered Agent Rule Exists
Texas requires every filing entity to designate a registered agent because of a constitutional principle called due process. A defendant cannot be sued without notice, and a corporation has no physical body to hand papers to, so the registered agent stands in for the company.
The rule traces back to long-standing service-of-process doctrine recognized in cases like Wuxi Taihu Tractor Co. v. York Group, Inc., 460 S.W.3d 642 (Tex. App.—Houston [1st Dist.] 2014), where Texas courts confirmed that proper service on a registered agent binds the corporation.
The consequence of an outdated agent is that the Texas Secretary of State can be served on your behalf under §5.251, and the lawsuit proceeds even if you never see the citation. Default judgments entered this way are notoriously hard to overturn.
A scenario makes the stakes concrete. Aisha Patel, owner of Patel Imports LLC, lets her registered agent’s contract lapse. A supplier sues for $180,000, the citation goes to the Secretary of State, and Aisha learns about the case after the 20-day answer deadline. The court enters default, and Aisha spends $25,000 trying to set it aside.
The misconception is that “they will email me first.” Texas service rules do not require email notice, and the registered agent address controls. If the address is wrong, the law still treats you as served.
Step-by-Step: Filling Out Form 306
The current version of Form 306 is downloadable as a PDF from the Secretary of State’s forms library. The form has six numbered items plus signature and effective-date sections, and every line carries a specific legal consequence.
Read the official Form 306 instructions before you start typing. Texas accepts the form by mail, fax with a Form 807 payment voucher, in person, or electronically through SOSDirect and SOSUpload.
Item 1 — Entity Name and File Number
Item 1 asks for your entity’s exact legal name as it appears on Secretary of State records, plus your file number. The file number is the seven- to ten-digit identifier assigned at formation, searchable through SOSDirect entity search or the free Comptroller Taxable Entity Search.
The plain-English rule is that the name must match character for character, including punctuation and the entity designator like “LLC” or “Inc.” A missing comma or the wrong abbreviation is enough to bounce the filing.
The consequence of a mismatch is rejection and a return of your check, which delays the change by one to two weeks. During that window, your old agent address is still the legal service point.
For example, Lopez Tile LLC must be entered exactly that way, not “Lopez Tile, LLC” or “Lopez Tile L.L.C.” Maria copies the name from her certificate of formation rather than typing from memory.
The misconception is that the file number is optional. It is not optional in practice. Without it, staff must search by name, and any near-match in the database can cause rejection.
Item 2 — State or Jurisdiction of Formation
Item 2 asks where the entity was formed. Domestic Texas entities write Texas. Foreign entities write the home state, such as Delaware or California.
The reason this matters is that the Secretary of State maintains separate indices for domestic and foreign filings, and the wrong jurisdiction routes the form to the wrong queue.
A consequence of misidentifying jurisdiction is that staff may treat a domestic LLC as foreign and demand a Certificate of Existence, wasting another filing cycle.
For example, Chen Robotics LLC, a Delaware LLC qualified in Texas, writes “Delaware” on item 2. If David Chen accidentally writes “Texas,” the office may flag the discrepancy and reject the form.
The misconception is that “doing business in Texas” makes a company domestic. It does not. The state of formation controls, regardless of where the business operates.
Item 3 — Current Registered Agent and Office on File
Item 3 lists the current registered agent and registered office as currently shown on the records. Do not list the new information here; this section confirms what the state already has.
The purpose of item 3 is to give the filing clerk a clean before-and-after comparison so the change can be entered without ambiguity.
The consequence of mismatched item 3 information is that the office assumes you are filing against the wrong entity and rejects the form. If your records show “John Doe” but you write “John A. Doe,” that small variation can trigger a kickback.
For example, Eastside Hope Inc. currently lists volunteer “Karen Smith” at “123 Main St., Dallas, TX 75201.” Pastor James copies that exactly into item 3, even though Karen is the very person being replaced.
The misconception is that item 3 is optional if you “know” the change is right. The law and form treat item 3 as a verification step, not a courtesy.
Item 4 — New Registered Agent
Item 4 asks for the new registered agent and includes two checkboxes: one for an individual resident of Texas and one for an organization registered to do business in Texas. You may check only one.
Under Tex. Bus. Orgs. Code §5.201, an individual agent must reside in Texas, and an organizational agent must be authorized to transact business in Texas. The entity itself cannot serve as its own registered agent.
The consequence of naming a non-resident or an unregistered company is automatic rejection. Worse, if the form slips through and the agent is invalid, service problems can void contracts and judgments downstream.
For example, Patel Imports LLC names “Texas Registered Agents Inc.” in item 4 and checks the organization box. Aisha confirms the company appears active in SOSDirect before filing.
The misconception is that a P.O. box can be an agent’s address. It cannot. The registered office must be a physical street address in Texas where the agent is available during normal business hours.
Item 5 — Consent of New Registered Agent
Item 5 confirms that the new agent has consented in writing to the appointment, as required by Tex. Bus. Orgs. Code §5.2011. Consent can be on a separate document or on Form 401-A.
The plain-English rule is that you cannot draft a stranger or unwilling person into the role. Even your cousin or your CPA must sign a written consent before the appointment is valid.
The consequence of filing without consent is a Class A misdemeanor under §5.2011(c) for the person who knowingly causes the false appointment, plus civil liability if a lawsuit is missed because the “agent” never actually agreed.
For example, David Chen asks his attorney to serve as agent. The attorney signs Form 401-A, David keeps the signed consent in his records, and he checks the consent box on item 5.
The misconception is that the signed consent must be filed with Form 306. It does not have to be filed, but it must exist before the filing and be produced if the state asks.
Item 6 — Effective Date
Item 6 lets you choose immediate effectiveness, a delayed date up to 90 days, or a future event. Most filers choose immediate effectiveness, which means the change takes effect when the Secretary of State accepts the filing.
The reason a delayed date exists is to allow coordination with closings, mergers, or contract transitions. Under Tex. Bus. Orgs. Code §4.052, the future date cannot exceed 90 days from filing.
The consequence of choosing a delayed date carelessly is that the old agent remains the official service point until the effective date arrives. If the old agent has already quit, you have a coverage gap.
For example, Maria Lopez sells Lopez Tile LLC effective the first of next month. She files Form 306 with a delayed effective date matching the closing, so the buyer’s chosen agent is in place exactly when the sale completes.
The misconception is that you can backdate the effective date. You cannot. Texas filings are effective no earlier than the date of receipt, except in narrow merger contexts.
Signature and Submission
The form must be signed by a person authorized under Tex. Bus. Orgs. Code §4.001, such as a manager, officer, general partner, or attorney-in-fact. The signature is made under penalty of perjury.
Submit two copies if filing by mail so one can be returned file-stamped. Pay by check to the “Secretary of State” or by credit card with Form 807, noting that credit card payments add a 2.7% convenience fee.
The consequence of an unsigned form is automatic rejection, and the consequence of a forged signature is criminal liability under §4.008.
Three Real-World Scenarios
Scenarios make the rules concrete. The three below cover the most common Form 306 situations Texas filers face.
Scenario 1 — LLC Owner Moves Offices
| Filing Step | Outcome for Maria’s LLC |
|---|---|
| Old office in Houston, new office in Katy | Maria files Form 306 listing herself as agent at the Katy address |
| Pays $15 by check | Filing accepted in 3–5 business days through mail |
| Updates Comptroller Webfile separately | Franchise tax notices now reach the right address |
Scenario 2 — Nonprofit Replaces a Volunteer Agent
| Filing Step | Outcome for Eastside Hope Inc. |
|---|---|
| Volunteer Karen resigns as agent | Pastor James obtains written consent from a new board member |
| Files Form 306 with $5 fee | Nonprofit fee schedule applies under §4.154 |
| Effective date set to immediate | Service of process now reaches the new agent the same week |
Scenario 3 — Foreign LLC Switches to Commercial Agent
| Filing Step | Outcome for Chen Robotics LLC |
|---|---|
| Delaware LLC qualified in Texas | David lists “Delaware” in item 2 |
| Hires national commercial registered agent | Checks the organization box in item 4 |
| Files via SOSDirect | Confirmation issued same day, fee charged plus 2.7% |
Filing Methods, Fees, and Timing
Texas accepts Form 306 by mail, fax, in person, or online. Each method has different speed and cost trade-offs, and the right choice depends on how soon you need confirmation.
Mail filings to P.O. Box 13697, Austin, TX 78711-3697 typically take 3–5 business days plus mail time. Fax filings to (512) 463-5709 require a Form 807 credit card voucher and are processed in roughly the same window. In-person filings at the James Earl Rudder Building often clear within one business day.
Online filings through SOSDirect are usually processed the same day and produce an immediate file-stamped confirmation PDF. The 2.7% credit card surcharge applies to online and fax filings but not to mailed checks.
The consequence of choosing the slowest channel during a litigation crisis is that your old agent address remains the legal service point while the filing sits in the queue. If you have any reason to expect a lawsuit, file online.
The misconception is that expedited service speeds up Form 306. Texas does not offer expedited processing on Form 306 the way it does for some formation documents, so SOSDirect is the fastest option.
Fee Schedule at a Glance
| Entity Type | Form 306 Fee | Authority |
|---|---|---|
| For-profit corporation, LLC, LP, PA | $15 | §4.154 |
| Nonprofit corporation | $5 | §4.154 |
| Cooperative association | $5 | §4.154 |
| Credit card convenience fee | +2.7% | Form 807 |
Mistakes to Avoid
Avoiding the wrong rejections saves weeks. The mistakes below show up most often in Texas SOS rejection notices.
- Listing a P.O. box as the registered office. The filing is rejected because §5.201 requires a physical street address.
- Naming the entity itself as agent. Texas law forbids self-appointment, so the form is bounced and the entity remains exposed.
- Forgetting written consent. Without §5.2011 consent on file, the appointment is invalid and may be a misdemeanor.
- Using a stale entity name. A name that does not match SOS records causes rejection even if the file number is right.
- Backdating the effective date. Texas refuses any effective date before receipt, and the filing is returned unfiled.
- Paying with a personal Venmo or Zelle transfer. Texas accepts only checks, money orders, and cards via Form 807.
- Confusing Form 306 with Form 401. Form 401 changes only the agent’s name when the same person legally renamed; Form 306 changes the agent or office.
- Skipping the franchise tax address update. SOS and the Comptroller maintain separate addresses, and notices can still go astray.
- Filing during pending litigation without coordinating with counsel. A mid-suit change can complicate service rules.
- Not retaining a file-stamped copy. Banks and courts often demand proof of the change before the SOS database refreshes.
Dos and Don’ts
A short rules list keeps the filing on track. Each point below ties to a real consequence under Texas law.
- ✅ Do confirm the agent’s consent in writing, because §5.2011 makes consent mandatory and criminal if faked.
- ✅ Do use SOSDirect for speed, because same-day confirmation reduces your legal exposure window.
- ✅ Do match the entity name exactly, because mismatches are the top rejection reason.
- ✅ Do update Comptroller records too, because franchise tax notices use a separate address field.
- ✅ Do keep a signed copy for at least four years, because audits and lawsuits can reach back that far.
- ❌ Don’t name a non-Texas resident as individual agent, because §5.201 invalidates the appointment.
- ❌ Don’t list a UPS Store mailbox as the office, because Texas treats it as a P.O. box equivalent.
- ❌ Don’t pay the $15 fee for a nonprofit, because the statute sets the lower $5 fee and overpayment slows refunds.
- ❌ Don’t sign for someone else without authority, because §4.008 imposes criminal penalties for false filings.
- ❌ Don’t assume email confirmation equals acceptance, because only the file-stamped certificate proves the change.
Pros and Cons of Filing Yourself
Many owners debate whether to DIY Form 306 or hire a service. The trade-offs below reflect the actual cost and risk picture.
Pros
- 💵 Low cost, because the state fee is only $15 and no legal fees are required.
- ⏱️ Speed, because SOSDirect lets you file in under 30 minutes.
- 🧠 Direct knowledge, because you learn the public-record system that affects your business.
- 📁 Document control, because you keep the originals and consent forms in your own files.
- 🔁 Repeatability, because future changes use the same form and process.
Cons
- ⚠️ Rejection risk, because small errors like punctuation cause weeks of delay.
- 📬 Privacy loss, because your home address may become public if you self-appoint.
- 🧾 Compliance gap, because owners often forget the parallel Comptroller update.
- ⏳ Time cost, because gathering the file number and consent takes longer than expected.
- 🧷 No reminders, because the state will not warn you if the agent later resigns.
Key Entities and Roles
Several institutions and people interact around Form 306. Knowing each role prevents confusion when something goes wrong.
The Texas Secretary of State is the filing officer who maintains the public record, accepts the form, and issues file-stamped acknowledgments. Without this office’s acceptance, no change is legally effective.
The Texas Comptroller of Public Accounts maintains a parallel address used for franchise tax. Form 306 does not update Comptroller records, so a separate update through Webfile is necessary.
The registered agent is the natural person or organization who accepts service of process. Commercial agents like CT Corporation, CSC, and Texas-based providers offer this service for annual fees ranging from roughly $50 to $300.
The entity’s authorized signer is typically a manager, member, officer, director, or general partner under Tex. Bus. Orgs. Code §4.001. The signer takes personal responsibility for the truth of the filing.
Court Rulings That Shape Form 306 Practice
Texas appellate courts have repeatedly enforced the registered agent rule. In Campus Investments, Inc. v. Cullever, 144 S.W.3d 464 (Tex. 2004), the Texas Supreme Court held that service on the Secretary of State as substitute agent binds a corporation that failed to maintain a current registered agent.
In Wright Bros. Energy, Inc. v. Krough, 67 S.W.3d 271 (Tex. App.—Houston [1st Dist.] 2001), the court reinforced that strict compliance with service rules controls, and an outdated agent address does not excuse a default judgment.
These rulings translate directly into Form 306 strategy. The lesson is that you cannot rely on actual notice or fairness arguments after the fact, so the only safe path is to keep the form current.
FAQs
Is Form 306 the same as a change of address for my business?
No. Form 306 changes only the registered agent and registered office on file with the Secretary of State, not your principal business address, mailing address, or franchise tax address.
Can I be my own registered agent in Texas?
Yes. Any Texas resident over 18 can serve as their own registered agent, provided they consent in writing and use a physical Texas street address available during business hours.
Does Texas charge a fee for Form 306?
Yes. The fee is $15 for most filing entities and $5 for nonprofit corporations and cooperative associations, with a 2.7% surcharge on credit card payments through Form 807.
Do I need to file Form 306 if only the address changes?
Yes. Any change to the registered office street address requires Form 306, even when the agent’s name stays the same, under §5.202.
Can a P.O. box be the registered office?
No. Texas requires a physical street address where the agent is present during business hours, so P.O. boxes, UPS Store mailboxes, and virtual offices without staffing fail.
Does the new agent have to sign Form 306?
No. The agent does not sign Form 306 itself, but the agent must sign a written consent under §5.2011, which the entity keeps and produces if asked.
Can I file Form 306 online?
Yes. SOSDirect accepts Form 306 with same-day processing and instant file-stamped confirmation, plus a 2.7% credit card fee.
Will Form 306 update my franchise tax address?
No. The Secretary of State and the Comptroller maintain separate records, so you must also update franchise tax through Webfile.
Can a foreign LLC use Form 306?
Yes. Foreign filing entities registered to transact business in Texas use the same Form 306 to update the Texas registered agent or office.
What happens if I never update my registered agent?
No good outcome follows. The Secretary of State can be served on your behalf, default judgments can enter without your knowledge, and the entity can be involuntarily terminated under §11.251.
How long does Form 306 take to process?
Yes, timing varies. SOSDirect filings clear the same day, in-person filings within one business day, and mail filings in 3–5 business days plus mail time.
Can I file Form 306 to remove an agent without naming a new one?
No. Texas law requires a continuously appointed registered agent, so Form 306 must always name a successor, not merely strike the old one.
Related reading
- How to Fill Out Texas Form 201 (w/Examples) + FAQs
- How to Fill Out Texas Form 301 (w/Examples) + FAQs
- How to Fill Out Texas Form 304 (w/Examples) + FAQs
- How to Fill Out Texas Form 401 (w/Examples) + FAQs
- How to Fill Out Texas Form 424 (w/Examples) + FAQs
- How to Fill Out Texas Form 505 (w/Examples) + FAQs