Form 422 "Amendment to Registration to Disclose a Change Resulting From a Conversion or Merger" - Texas

What Is Form 422?

This is a legal form that was released by the Texas Secretary of State - a government authority operating within Texas. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on May 1, 2011;
  • The latest edition provided by the Texas Secretary of State;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;

Download a fillable version of Form 422 by clicking the link below or browse more documents and templates provided by the Texas Secretary of State.

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Download Form 422 "Amendment to Registration to Disclose a Change Resulting From a Conversion or Merger" - Texas

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Form 422—General Information
(Amendment to Registration To Disclose a Change Resulting from a Conversion or Merger)
The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code
provisions. This form and the information provided are not substitutes for the advice and services of an
attorney and tax specialist.
Commentary
This form complies with
section 9.009(a-1)
of the Texas Business Organizations Code (BOC) in order to
disclose a change that results from: (1) a conversion from one type of foreign filing entity to another
type of foreign entity with the converted filing entity making the amendment succeeding to the
registration of the foreign converting entity; or (2) a merger of a foreign filing entity into another foreign
filing entity with the surviving or resulting foreign filing entity making the amendment succeeding to the
registration of the merging entity.
Form 406 should be used to amend the registration of a foreign filing entity to reflect a change other
than a transfer of the registration as a result of a conversion or merger.
Form 407 should be used to amend the registration of a foreign limited liability partnership.
Form 411 should be used to amend the registration of a foreign financial institution.
Form 412 should be used to amend the registration of a foreign limited partnership.
Other Filings May Be Required: While the BOC provides for transfer of the registration, there is no
similar provision in the Assumed Business or Professional Name Act (chapter 71, Texas Business and
Commerce Code).
Section 71.152
provides that whenever there is a material change in information
related to an assumed name certificate a new certificate must be filed.
If the converting or merging entity is the holder of a license or permit, please check with the issuing
agency to determine what action must be taken in order for the license or permit to be reissued, assigned
or converted to the entity succeeding to the registration after a conversion or merger.
Instructions for Form
Items 1-3—Entity Information: The amendment to registration must contain the legal name of the
entity that currently holds the application for registration that is being transferred as a result of a
conversion or merger. If the entity attained its registration under an assumed name, the qualifying
assumed name as shown on the records of the secretary of state should be set forth on the
amendment to registration. It is recommended that the date the original application for registration
was filed and the file number assigned by the secretary of state be provided to facilitate processing
of the document.
Items 4A-4B—Reason for Transfer of Registration:
Indicate whether the transfer of the
registration is a result of a conversion (option 4A) or merger (option 4B). Set forth the full legal
name of the entity succeeding to the registration, its jurisdiction of organization, and the entity type
(e.g., limited liability company).
Item 5—Changes to the Registration: To change the registration of the converting or merging
entity, complete an application for registration of the type applicable to the entity that is succeeding
to the registration and attach that revised registration to this amendment to registration. There is no
additional filing fee for the revised application. The SOS file number assigned to the original
Form 422
1
Form 422—General Information
(Amendment to Registration To Disclose a Change Resulting from a Conversion or Merger)
The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code
provisions. This form and the information provided are not substitutes for the advice and services of an
attorney and tax specialist.
Commentary
This form complies with
section 9.009(a-1)
of the Texas Business Organizations Code (BOC) in order to
disclose a change that results from: (1) a conversion from one type of foreign filing entity to another
type of foreign entity with the converted filing entity making the amendment succeeding to the
registration of the foreign converting entity; or (2) a merger of a foreign filing entity into another foreign
filing entity with the surviving or resulting foreign filing entity making the amendment succeeding to the
registration of the merging entity.
Form 406 should be used to amend the registration of a foreign filing entity to reflect a change other
than a transfer of the registration as a result of a conversion or merger.
Form 407 should be used to amend the registration of a foreign limited liability partnership.
Form 411 should be used to amend the registration of a foreign financial institution.
Form 412 should be used to amend the registration of a foreign limited partnership.
Other Filings May Be Required: While the BOC provides for transfer of the registration, there is no
similar provision in the Assumed Business or Professional Name Act (chapter 71, Texas Business and
Commerce Code).
Section 71.152
provides that whenever there is a material change in information
related to an assumed name certificate a new certificate must be filed.
If the converting or merging entity is the holder of a license or permit, please check with the issuing
agency to determine what action must be taken in order for the license or permit to be reissued, assigned
or converted to the entity succeeding to the registration after a conversion or merger.
Instructions for Form
Items 1-3—Entity Information: The amendment to registration must contain the legal name of the
entity that currently holds the application for registration that is being transferred as a result of a
conversion or merger. If the entity attained its registration under an assumed name, the qualifying
assumed name as shown on the records of the secretary of state should be set forth on the
amendment to registration. It is recommended that the date the original application for registration
was filed and the file number assigned by the secretary of state be provided to facilitate processing
of the document.
Items 4A-4B—Reason for Transfer of Registration:
Indicate whether the transfer of the
registration is a result of a conversion (option 4A) or merger (option 4B). Set forth the full legal
name of the entity succeeding to the registration, its jurisdiction of organization, and the entity type
(e.g., limited liability company).
Item 5—Changes to the Registration: To change the registration of the converting or merging
entity, complete an application for registration of the type applicable to the entity that is succeeding
to the registration and attach that revised registration to this amendment to registration. There is no
additional filing fee for the revised application. The SOS file number assigned to the original
Form 422
1
registration will be retained and will apply to the entity succeeding to the registration.
The
information provided in the revised registration relating to the successor entity will be entered into
the SOS records.
Effectiveness of Filing: An amendment to registration becomes effective when filed by the
secretary of state (option A). However, pursuant to
sections 4.052 and 4.053
of the BOC the
effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the
date the instrument is signed (option B). The effectiveness of the instrument also may be delayed on
the occurrence of a future event or fact, other than the passage of time (option C). If option C is
selected, you must state the manner in which the event or fact will cause the instrument to take effect
th
and the date of the 90
day after the date the instrument is signed. In order for the instrument to
take effect under option C, the entity must, within ninety (90) days of the filing of the instrument,
file a statement with the secretary of state regarding the event or fact pursuant to
section 4.055
of the
BOC.
On the filing of an instrument with a delayed effective date or condition, the computer records of the
secretary of state will show the filing of the document, the date of the filing, and the future date on
which the document will be effective or evidence that the effectiveness was conditioned on the
occurrence of a future event or fact.
Execution: Pursuant to
section 4.001
of the BOC, the amendment to registration must be signed by
a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument.
Generally, a governing person or managerial official of the entity succeeding to the registration
would sign the filing instrument.
The amendment to registration need not be notarized. However, before signing, please read the
statements on this form carefully. 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.
Payment and Delivery Instructions:
The filing fee for an amendment to registration is $150,
unless the foreign filing entity is a nonprofit corporation or a cooperative association. The filing fee
for a nonprofit corporation or a cooperative association is $25. Fees may be paid by personal
checks, money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa
credit cards. Checks or money orders must be payable through a U.S. bank or financial institution
and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily
authorized convenience fee of 2.7 percent of the total fees.
Submit the completed form in duplicate along with the filing fee. The form 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. If a document is transmitted by fax,
credit card information must accompany the transmission
(Form
807). On filing the document, the
secretary of state will return the appropriate evidence of filing to the submitter together with a file-
stamped copy of the document, if a duplicate copy was provided as instructed.
Revised 05/11
Form 422
2
422
Form
(Revised 05/11)
Return in duplicate to:
Secretary of State
P.O. Box 13697
Amendment to Registration
Austin, TX 78711-3697
To Disclose a Change Resulting from
512 463-5555
A Conversion or Merger
FAX: 512/463-5709
Filing Fee: See instructions
Entity Information
1. The legal name of the converting or merging entity is:
State the name of the entity as currently shown in the records of the secretary of state.
2. If the entity attained its registration under an assumed name, the qualifying assumed name as
shown on the records of the secretary of state is:
3. The application for registration was issued to the entity on:
mm/dd/yyyy
The file number issued to the filing entity by the secretary of state is:
Reason for Transfer of Registration
4A.
The application for registration is amended to disclose a change resulting from a conversion
from one type of foreign entity to another type of foreign filing entity in order for the converted entity
to succeed to the registration of the converting entity. The name, jurisdiction of organization, and
entity type of the converted entity succeeding to the registration are:
Name of Entity Succeeding to Registration
Jurisdiction of Organization
Type of Entity
4B.
The application for registration is amended to disclose a change resulting from a merger into
another foreign filing entity in order for the entity that survived or resulted from the merger to succeed
to the registration of the merging entity. The name, jurisdiction of organization, and entity type of the
entity succeeding to the registration are:
Name of Entity Succeeding to Registration
Jurisdiction of Organization
Type of Entity
Changes to the Application for Registration
(Attach a completed application for registration.)
5. The entity succeeding to the registration hereby attaches an application for registration setting forth
the information applicable to that entity and amends the prior registration accordingly.
Form 422
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Effectiveness of Filing
(Select either A, B, or C.)
A.
This document becomes effective when the document is filed by the secretary of state.
B.
This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
C.
This document takes effect upon the occurrence of a future event or fact, other than the
th
passage of time. The 90
day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a
materially false or fraudulent instrument.
Date:
By
:
Signature of authorized person (see instructions)
Typed or printed name of authorized person
Print
Reset
Form 422
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