Secretary of State Records in the United States
Corporations and some other businesses are required to file certain documents with the Secretary of State where they are incorporated, such as the company’s articles of incorporation, corporate charter, etc. These filings are in some ways similar to SEC filing (see “Securities and Exchange Commission”), but they are generally far less informative. In addition, corporations, partnerships, and people doing businesses under a name other than their own are generally required to register with that states’ Secretary of State and to pay a periodic fee or tax.
General Information: You can get information about the various Secretaries of State and their requirements from their Web sites. Among other things, the Web sites give you addresses and telephone numbers to call. You can find links to all Secretary of State web sites through the National Association of Secretaries of State membership roster or, if you have a subscription, by Government Files Online.
If a Web site isn’t working, addresses and telephone numbers of the various Secretaries of State are published in the State Yellow Book and other government directories Alternatively, you can get the phone number by calling the information operator in the respective state’s capital.
Registration Records: As described above, businesses are required to register with each state’s Secretary of State. You can get records of corporate registrations (and sometimes registrations for other business entities too) from the following sources:
(1) Secretary of State Web sites. Most states post a free database of registration records on their Internet sites. Direct links to these databases are posted in ResearchRoundup: Business Filing Databases by Kathy Biehl, theCorporation and Business Entity Search Page, BRP Publications (Select the state, then click on “Business Entities”). Subscribers can also get links through SearchSystems.net or CTAdvantage.
(2) Online databases such as Accurint, TLO and KnowX, as well as Westlaw (CORP-xx or CORP-ALL) and Lexis (INCORP;CORPFL for all states; INCORP;DESOSW for just Delaware). Using a fee-based database gives you more sophisticated searching and lets you search all or almost all states at once.
(3) Telephone the Office of the Secretary of State. You can call the relevant secretary of state and they’ll tell you over the phone whether or not a company is registered to do business in the state.
In NEW YORK, the telephone number for the Department of State / Division of Corporations [and Limited Partnerships] is 518-473-2492. The State’s database goes back to filings made in the 18th Century for corporations, but only back to filings made as of June 1991 for limited partnerships (for limited partnership filings before then, call the county clerk for the relevant county where the partnership operates).
The telephone number for the DELAWARE Secretary of State is 302-739-3077. For MARYLAND, call the Maryland State Department of Assessments and Taxation (SDAT) at 410-767-1330. For the numbers in OTHER STATES, check out the Secretary of State Web site or a directory of government agencies.
(4) Hire a document retrieval service. Certain document retrieval services specialize in dealing with the various Secretaries of State. They regularly send people to the various Secretary of State offices, and they can search the records for you. Three of the bigger companies are CT Corp, CSC/The United States Corporation Company, and National Corporate Research (800-221-0102 or 212-947-7200).
Certificates of Good Standing: Companies that make the appropriate filings and pay their taxes (and other fees) are said to be in “Good Standing” with the state. In most states, you can get a Certificate of Good Standing, also called a “Status Letter,” from the Secretary of State to show that the company either is or is not licensed to do business in the state.
In some states you can get a Certificate online. In other states, you can order a Certificate just by asking for one over the phone. In some states, you have to submit a written request — by mail or in person or sometimes through a Web site. In Delaware, you can do an unofficial status check online, but you have to make a written request for an official Certificate. If you need results as fast as possible from a distant Secretary of State, ask CT Corp, CSC, National Corporate Research (212-947-7200) or a competitor to file your request for you.
Filing and document retrieval services: To make filings, your best bet is to call an experienced service, such as CT Corp, CSC, National Corporate Research (212-947-7200) or a competitor. It generally takes 2-3 days to get these materials, and they usually can’t be faxed. Also, they don’t usually provide much information, and there is often an extra charge to have the document(s) certified.
You can also use these services to retrieve copies of filings. These private companies are amazing — they generally have images of every corporate and UCC filing with every Secretary of State and can fax, FedEx, UPS or mail on the same day you order.
The private companies are expensive, however, so if you can wait you may want to order copies of the filings yourself from the relevant Secretary of State’s Office. Information on document delivery may be available on the Secretary of State Web site, or you can call on the phone. The DELAWARE Secretary of State will process and mail documents requested by fax (302-739-3812) in about five days, if you specify what you want and provide your credit card information. For more information, Delaware S. of S. phone numbers are posted at www.state.de.us/corp/contact.shtml.
Note: For public companies, secretary of state filings may be attached to SEC filings (e.g., charters and articles of incorporation are generally attached as an Exhibit 3 to the company’s Form 10K). For information on SEC Filings, see the SEC Filings entry in this legal Encyclopedia.
A UCC Alternative: Subscribers to the subscription-based CTAdvantage can retrieveimages of UCC filings online.
Forms and Instructions: Secretary of State forms are available from the various Secretaries of State, and some are available on some Secretary of State Web sites (for links, see above). In addition, these forms are published in the relevant volume of Prentice Hall’s National Corporation Law Series (e.g., Virginia Corporation Law and Practice) and other state-specific treatises. Subscribers can get Secretary of State forms from CSC and CTAdvantage. Finally, you can get forms by calling a national filing agency, such as CT (800-624-0909) or CSC (800-221-0770).
Note: DELAWARE forms are posted by the Delaware Division of Corporations. Some are reprinted in volumes 3 & 4 of Balotti’s The Delaware Law of Corporations and Business Organization.
Securities and Exchange Commission
Service of Process