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Corporate Records of U.S. Companies

Annual reports, good standing, certified copies of corporate filings, Internagtional Apostillé

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Corporate Records in the US: A Guide

Within the United States, state authorities handle corporate recordkeeping and oversee legal entity formation, existence verification and confirmation, and issuance of certified corporate records filed within the state government. While individual states can define requirements for document formats and public access to information, several common features prevail across most jurisdictions.


Confirmation of a Company's Existence (good standing certification) is possible in all states. However, the set of information provided in a certificate of good standing (or, alternatively, a certificate of existence) varies from state to state. Typically, such a certificate includes the name of the legal entity, including its type (Corporation, LLC, partnership, etc.), date of formation, and confirmation that on the date of issue of the certificate, such legal entity either exists (active) or its existence is suspended (inactive). The suspension of a legal entity can usually occur due to non-payment of the fee for maintaining the company in the state register (franchise fee), which is charged once every 1-2 years. Some states also allow you to order a certificate of non-existence of a company (certificate of nonexistence) if the company is not listed in the state's register. Additionally, in some states (for example, Nevada), there are extended good standing certificates (so-called long form) that, in addition to the information mentioned above, also contain information provided in the annual report (see below).


Constitutional (formation) documents of companies and amendments to it are available for general public in all states of the USA. The constitutional documents are called differently depending on the state. For corporations, the constitutional documents are called Certificate of Incorporation, Articles of Incorporation, or otherwise, but usually with the word "incorporation" included. For Limited Liability Companies, the statutory documents are usually called Articles of Association or Certificate of Association. For the convenience and simplicity of establishing a legal entity, the constitutional documents are presented in an electronically generated form (the incorporator must answers a number of questions on the Secretary of State's portal, or in the printed form.


As a general rule, there is no need to file a separate application for registration of a legal entity. The constitutional documents must specify the minimum set of information about the legal entity: (1) Name of the legal entity; (2) Purpose of establishment (3) County of location (in many cases it is not necessary to specify the exact address in the constitutional documents); (4) Number of declared shares; (5) Value per share; (6) Description of classes of stock, if there are several classes of shares; (7) Indication of who is the company's agent for receiving legal notices or indication that the Secretary of State is authorized to accept legal notices on behalf of the legal entity; (8) Whether the existence of a legal entity is perpetual or for a specific period.

List of Shareholders. The list of shareholders is not available for public inspection. Most states do not require companies to register the list of shareholders in state registers. Maintaining the shareholder list is the sole responsibility of a legal entity. Third parties cannot access the list of shareholders of a legal entity without the consent of the legal entity. Usually, if a legal entity needs to provide a list of its shareholders, this is done by providing a notarized letter from the company's director.


Verification of the Authority of Directors and other officers consists of two stages:

(1) Verification of the fact that a person holds a specific position 
(2) Verification of the powers of a director or officer in accordance with the company's constitutional documents and the law of the state of formation.


To verify the fact that a person holds a specific position, you should first refer to the company's annual report. This document is not available for inspection in all states, but where it is available, it can be used to ascertain information about the address of the legal entity, its location, and the directors/officers of the company (however, not all annual reports contain a list of its directors/officers).

If the company's annual report does not contain a list of directors/officers or the constitutional documents do not contain a description of the official's authority, then you may try to request a notarized letter from the company listing its officials with dates of entering into office and specific powers with references to corporate constitutional documents and the law of the state in which the legal entity is registered. It is also recommended to request a certified copy of the bylaws.

As a general rule, a legal entity is considered to be established from the moment the Secretary of State receives the constitutional documents of the legal entity.

As a general rule, a company incorporated in one state is entitled to do business in another state. However, in many cases, in order to systematically conduct business in another state, a legal entity is required to obtain accreditation as a foreign corporation (foreign - in the sense of originally incorporated outside of a particular state, both within the US and outside). The state of incorporation of the company determines which law applies to the internal corporate relations of the company, as well as which law will be used by the courts in the event of corporate disputes.

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  Viacheslav S. Kutuzov


International and U.S. Taxation Expert, admitted to practice before the IRS (No.00144810-EA)

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