Filing & Other General FAQs

  • Who can sign a document filed with the secretary of state under the Texas Business Organizations Code (BOC)?

    Who can sign a document filed with the secretary of state depends on the type of entity, whether the entity is domestic or foreign, and the type of document.  For Texas filing entities, use the table below.  For other types of entities, see the information following the domestic entities table.

    Authorized signers for domestic filing entities.  Instructions for table: Choose the type of entity at the top and the type of document on the left.  The cell where the two choices match up contains the answer to who can sign the document.  For example, a nonprofit corporation certificate of formation must be signed by each organizer.

    Domestic Entity

    (for-profit, nonprofit, professional)
    Limited Partnership
    Professional Association
    Cooperative Association


    Each organizer
    (BOC § 3.004)
    Each general partner
    (BOC § 3.004)
    Each organizer
    (BOC § 3.004)
    Each member (BOC § 3.015(a)(1))
    Each organizer
    (BOC § 3.004)

    Correction (BOC §

    (BOC § 4.101

    A person authorized to sign the document being corrected


    Change of registered agent by entity




    after termination for non-tax reasons

    (BOC §§ 20.001, 303.001)
    General partner(s)  (BOC §§ 153.052, 153.553)
    Authorized officer, manager, or member (BOC § 101.0515)
    Officer (BOC §§ 302.001, 20.001)
    Authorized officer (BOC §§ 251.002, 251.052, 20.001)

    Reinstatement after tax forfeiture (Tax Code §

    after tax forfeiture (Tax Code § 171.313

    Stockholder, director, or officer at time of forfeiture
    Any partner at time of forfeiture
    Officer, manager, or member at time of forfeiture
    Member, officer, or director at time of forfeiture

    * A certificate of merger may require the signature of a representative of each party to the merger.

    Limited liability partnership registration and other LLP filings. Must be signed by a majority-in-interest of the partners or by at least one partner authorized by a majority-in-interest, with the exception that an application by a limited partnership to become a limited liability partnership or withdraw a registration must be signed by at least one general partner. BOC §§ 152.802, 152.905, 153.352.

    Filings by a registered agent, including change of registered agent submitted by the registered agent, rejection of appointment as registered agent, or registered agent resignation. Must be signed by the person named as registered agent. BOC §§ 4.001, 5.203, 5.205.

    Authorized signers for foreign entity filings (except LLPs). Authorized signers are determined in accordance with the law of the jurisdiction of formation.