In this article we'll focus on what company information is available to the public regarding companies registered in the United States.
The United States does not have a national registry of companies. Companies are registered in an individual state. To find information on a company, you must search the appropriate database of the state where the company is registered.
The government official in a state 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 "Secretary of the Commonwealth". Three states, Alaska1, Hawaii2, and Utah3 do not have a secretary of state. In those three locations, the state's department of commerce oversees business registrations. The Secretary of State/Secretary of the Commonwealth, or in the case of Alaska, Hawaii, and Utah the Department of Commerce, maintains a free database where you can search for information on a company.
To examine the information available on such databases, we will look at the example of Delaware.
Delaware Business Entity Search
Although Delaware is a small state, it is viewed as business friendly: it has a Court of Chancery with jurisdiction over corporate disputes, its case law has guidelines for directors for their fiduciary duties, and in general courts defer to the business judgment of executives when made in good faith and with due care. This leads many businesses to register in Delaware.
In Delaware, you can search for a business entity through the website of the Division of Corporations, which is overseen by the Secretary of State. This free search is available at this link. You can search by entity name or file number. The file number is a unique identifier that is assigned to the registered entity.
What does Delaware registry display?
- Full legal name of the company
- File number
- Entity Kind (e.g., LLC, corporation, limited partnership)
- Entity Type (e.g., general, non-profit or religious, bank)
- Residency (whether it is domiciled in Delaware or another jurisdiction)
- Incorporation/formation date
- Name and address of the registered agent (business or individual who will receive service of process for the entity)
What different types of companies are there in Delaware?
The main types of companies in Delaware take one of the following structures:
- Limited Partnership
- Limited Liability Company
- Statutory Trust
- Partnership (whether General or Limited Liability Partnership)
- Unincorporated Non-Profit Association
Certificate of Status
Although the business entity search is free, it does not tell you the status of a company. To obtain information on its current status, you can order a certificate of status through the following website: https://corp.delaware.gov/onlinestatus. For a fee of USD 10, you can order an online certificate showing only the status of the company (e.g., good standing, cancelled, dissolved, merged, etc.). For USD 20, you can receive an online certificate showing the status, as well as more recent tax information and the total authorized shares (if any) for the company. The results can be printed or emailed and are not official certificates, but for USD 50 you can receive a certified certificate of status.
Certificate of Good Standing
Companies 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 company is in good standing with the state, showing the incorporation date and whether the company is current on its taxes. Companies may need to show such certifications to carry out certain transactions, such as obtaining a loan, purchasing or selling real estate, merging with a another company, opening a bank account. There is a charge for this certificate, which is generally obtained by the company itself when required.
1. In Alaska, business registrations are filed with the State of Alaska Department of Commerce, Community, and Economic Development is in charge of corporation registrations in Alaska.
2. In Hawaii, business registrations are filed with the State of Hawaii Department of Commerce and Consumer Affairs, Business Registration Division.
3. In Utah, business registrations are filed with the State of Utah Department of Commerce, Division of Corporations and Commercial Code.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.