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In this article, we will focus on company information that is publicly available about companies registered in the United States.
The United States does not have a national business registry. Corporations are registered in an individual state. To find information about a company, you must search the appropriate database in the state where the company is registered.
The state government official who oversees business registration is called the “Secretary of State”. Puerto Rico and other US territories also have Secretaries of State. In Massachusetts, Pennsylvania, and Virginia, the position is called the “Commonwealth Secretary”. Tri-State, Alaska1Hawaii2and Utah3 do not have a secretary of state. In all three locations, the state Department of Commerce oversees business registrations. The Secretary of State/Commonwealth Secretary or, in the case of Alaska, Hawaii and Utah, the Department of Commerce, maintains a free database where you can search for company information.
To examine the information available on these databases, we will take the example of Delaware.
Delaware Business Entity Search
Although Delaware is a small state, it is considered business-friendly: it has a chancery court with jurisdiction over corporate disputes, its case law provides guidelines for directors regarding their fiduciary duties, and generally , the courts defer to the business judgment of the directors when done in good faith and with due diligence. This leads many businesses to register in Delaware.
In Delaware, you can search for a business entity through the Corporations Division website, which is overseen by the Secretary of State. This free search is available at this link. You can search by entity name or by file number. The file number is a unique identifier assigned to the registered entity.
What does the Delaware registry show?
- Full legal name of the company
- File number
- Entity type (e.g. LLC, corporation, limited partnership)
- Type of entity (for example, general, non-profit or religious, bank)
- Residence (whether domiciled in Delaware or another jurisdiction)
- Date of incorporation/formation
- Name and address of registered agent (company or individual who will receive service of process for the entity)
What are the different types of businesses in Delaware?
The main types of businesses in Delaware adopt one of the following structures:
- Partnership limit
- Limited Liability Company
- Statutory Trust
- Partnership (whether general partnership or limited liability partnership)
- Unincorporated non-profit organization
Although the Business Entity Search is free, it does not tell you the status of a business. For current status information, you can order a status certificate through the following website: https://corp.delaware.gov/onlinestatus. For $10, you can order a certificate online showing just the status of the business (eg, in good standing, canceled, dissolved, merged, etc.). For $20 you can receive an online certificate showing the status, along with more recent tax information and the total number of authorized shares (if any) for the company. Results can be printed or emailed and are not official certificates, but for $50 you can receive a certified status certificate.
Certificate of good standing
Businesses registered in Delaware can obtain a certificate of good standing from the Delaware Secretary of State. This is an official legal document signed by the Delaware Secretary of State declaring that a corporation is in good standing with the state, indicating the date of incorporation and whether the corporation is current with its taxes. Companies may need to present these certifications to complete certain transactions, such as obtaining a loan, buying or selling real estate, merging with another company, opening an account banking. There is a fee for this certificate, which is usually obtained by the company itself when needed.
1. In Alaska, business registrations are filed with the Alaska State Department of Commerce, Community, and Economic Development, which is responsible for corporate registrations in Alaska.
2. In Hawaii, business registrations are filed with the State of Hawaii Department of Commerce and Consumer Affairs, Division of Business Registration.
3. In Utah, business registrations are filed with the Utah State Department of Commerce, Corporations and Commerce Code Division.
The content of this article is intended to provide a general guide on the subject. Specialist advice should be sought regarding your particular situation.
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