Business and Corporation Records

Tutorial: Business and Corporation Records

Introduction

business corporation records
This is a guide to the public records a reporter can access to find background information on a business.

The records are kept by a variety of local, state and federal agencies, as well as some private organizations.

The filings vary from simple listings of the address and principal executive of a company, to detailed documents that publicly traded companies must file with the U.S. Securities and Exchange Commission.

Search Tips

Before you search the various databases of public records on businesses, it’s important to try to gather as much background as you can on the business.

Knowing where a company is located will help you identify which local or state agencies might have records on it. Or if the kind of business the company is engaged in is regulated by the government, you’ll know to check an online database of a particular business licensing or regulatory agency.

With more information on a business, you’ll also better be able to distinguish the business you’re researching from other businesses that may have nearly identical names.

So always begin by running the business’s name through a Web seach engine, such as Google, to see what information is available on it. You may find a home page for the business, a listing in an online yellow pages guide or just references to the business at other websites.

Look especially for anything that identifies the headquarters city or a specific address for a company, any officers of the company, and the type of business in which it’s engaged.

Phone Directories

There are many telephone and yellow page directories on the Web you can search by a business name to get a phone number or an address. They include:

Yellowpages.com

Yellow Book

Switchboard - Find a Business

addresses.com – Business Lookup

Businesses Directories

Several companies or organizations compile directories of businesses, often listing each business’s address, phone, principal officer or officers, and the type of business in which it’s engaged. Sometimes a short profile of the business and some basic financial information is included.

While the directories list millions of businesses in the United States, millions more smaller businesses are not covered.

Some of the directories are available as online databases, searchable by the name of a company. The online directories usually only have very basic information, such as the city where the business is based, The directories include:

Better Business Bureau – Check out a business or charity

Hoover’s – business directory

ThomasNet – listings for manufacturers, distributors and service providers

City Business License Tax Records

A city often will require any person or company doing business in the city to get a business license and pay a fee such as a business license tax.

Indexes

The city will keep on a computer terminal an alphabetical index of the names of people or companies licensed to do business in a city.

The index will list the address of the person or company.

In the case of listings for companies, the index usually will also include the name of the owner or owners of each company.

These indexes are usually kept by a business licensing agency at a city, which often is a part of the city clerk’s office or city treasurer’s office.

What’s Available Online

A few cities have put their business license records online.

See for example:

Richmond (CA) License Search – select Company from the drop-down menu and then type in the name of a company.

County Fictitious Business Name Records

Counties often keep files on so-called “fictitious businesses” operating in the county.

A fictitious business is just a business being operated under a name that’s different from the name of the actual owner of the business.

For example, if John Smith and Jim Jones set up a coffee shop called S&J Cafe in California, state law requires that they file a fictitious business name statement for S&J Cafe stating that John Smith and Jim Jones actually own the business.

Similarly if a company called Fast Food Inc. opens a restaurant called Delightful Dinners, the law requires that Fast Food Inc. file a fictitious business name statement for Delightful Dinners stating Fast Food Inc. actually owns the business.

In Calfornia any person or company doing business in a county under something other than their real names must file a fictitious business name statement with the county.

The statements are usually kept at the county recorder’s or county clerk’s office, and they list the addresses of the businesses, the owners/partners in the businesses, and their addresses.

Some states keep a master index of all fictitious businesses that have filed statements with all the county recorder offices.

Fictitious businesses are sometimes referred to as “DBAs,” which stands for “Doing Business As.”

There is nothing “fictitious” about these businesses in the sense that they’re doing anything improper or the businesses aren’t solvent. Rather they are required to file the statements so creditors can know who is responsible for the activities of a business.

Indexes

Each county keeps on a computer terminal an alphabetical index of the names of all fictitious businesses in that county, as well as the names of the people or companies that set up the businesses.

You can search the indexes by the names of the fictitious businesses or by the names of the owners of the businesses.

Each fictitious business in the index lists the people or companies that are the owners of that business and the date the business was formed.

Each owner in the index lists any fictitious businesses that person or company owns. You then need to look up each of those fictitious businesses to see who the other partners might be in that business.

To get addresses, you may need to copy down the file number for a fictitious business and ask a clerk for a copy of the actual fictitious business name document. That document will list an address for each fictitious business, as well as addresses for each of the owners and partners in it.

There’s another index, called the “inactive” or “expired” file, which lists older fictitious businesses. These are businesses that did not pay an annual fictitious business registration fee. They usually are defunct, but it’s possible they just failed to keep their registration up to date.

Exception to Filing a Fictitious Business Name Statement

If you set up a business and the name of that business includes your surname, then you don’t have to file a fictitious business name statement. So if Jane Doe set up a business called Doe’s Dress Shop, she would not have to file a fictitious business statement as the name of her business includes her last name.

County Fictitious Business Name Records Online

Many states and counties put their indexes of fictitious business name records on the Web (although the addresses of businesses or owners often are not available online)

You’ll need to check the websites for a county recorder or county clerk or for a state, to see if they have an online database for fictitious businesses.

San Francisco Bay Area Fictitious Business Records Online

Alameda County

Contra Costa County

San Francisco County

Corporations

Each state has an office – usually either the Secretary of State or a Department of Corporations – that requires filings by incorporated companies operating in that state.

Information in the filings varies from state to state, but usually they at least list the address and the main officers and directors of a corporation.

Each state keeps an alphabetical index by the names of the corporations operating in that state.

Many states have websites where you can search the index by the name of a company and retrieve some of the information in the filings made by the corporations.

Partnerships

Partnerships

Each state has an office – usually either the Secretary of State or a Department of Corporations – that requires filings by business partnerships operating in that state.

Information in the filings varies from state to state, but usually they list the address and general partners of a partnership.

Each state keeps an alphabetical index by the names of the partnerships operating in that state.

Many states have websites where you can search the index by the name of a partnership and retrieve some of the information in the filings made by the partnership.

(Note: for more help understanding partnerships and the difference between them and other businesses, check the Help Understanding Different Types of Businesses section of this guide)

State Corporation and Partnership Records Online

Secretary of State offices or corporations departments in many states have websites where you can search by the name of a corporation or partnership to see if it has filed in a particular state.

The online records for each company usually list the address and top officers or partners, and sometimes the board of directors in the case of corporations.

You’ll need to go to the website for a particular state and then locate the Web page for the Secretary of State or Department of Corporations office in that state.

The National Association of Secretaries of State has a website that lists the home pages of secretary of state offices around the country:

National Association of Secretaries of State – Contact Roster

California Secretary of State – Corporation Records

Companies doing business in California must file incorporation papers with the California Secretary of State’s Office. The filings include both for-profit companies and nonprofit entities.

The filings list information such as the address of the company and its officers, directors and incorporators (the people who originally set up the company).

Index

The Secretary of State’s Office in Sacramento keeps an alphabetical list on a computer terminal of all the incorporated businesses in the state. This sometimes is referred to as the corporation “status” index.

The corporations index will list:

  • the corporation’s address
  • the date it was incorporated
  • its chief executive officer and that person’s address
  • its registered agent (which usually is the company’s attorney or legal representative) and the agent’s address
  • the status of a company, such as “in good standing,” “suspended” or “dissolved.”

The status refers to whether the company has paid annual fees to keep its corporation filing current. It is in good standing if it has paid the fees, suspended if it has not paid them or dissolved if it is dormant or defunct.

Annual Corporate Reports

At the Secretary of State’s office in Sacramento you can find more detailed information on the companies listed in the index.

The corporation index has a file number for obtaining the latest annual corporate report filed by a company.

This annual report includes:

  • the names of the principal officers besides the chief executive officer, such as the treasurer or chief financial officer and the corporate secretary, as well as their addresses.
  • the names of each member of the company’s board of directors and their addresses
  • a brief, general description of the company’s business.

This more detailed information is available on computer terminals at the Secretary of State’s Office.

The Secretary of State charges a fee for looking at some of these detailed filings.

Articles of Incorporation

At the Secretary of State’s office in Sacramento you can find additional information on the company when it was originally incorporated.

The corporation index has an incorporation number for obtaining the original articles of incorporation the company submitted when it first started doing business in California.

Those articles of incorporation include:

  • the names of the original incorporators/board of directors who set up the company
  • the original agent of the company
  • amendments to the original articles of incorporation, which are filed when the company changes its name or reorganizes its board of directors.

This information in the articles of incorporation is available on computer terminals or microfiche at the Secretary of State’s Office.

The Secretary of State charges a fee for looking at some of these detailed filings.

California Secretary of State – Corporation Records Online

The California Secretary of State has a website with a searchable database that provides some of the information in its index of corporations operating in California.

The database is at:

California Business Search

To search for a corporation, click on the circle next to Corporation Name.

The database will provide a corporation’s address, its registered agent/agent for process of service, its current status, the date it was incorporated and its corporation number.

You can use the corporation number to obtain the company’s complete annual corporate report and articles of incorporation if you go to the Secretary of State’s office in Sacramento.

Publicly Traded Companies in California

For publicly traded companies operating in California, such as firms that have stock traded on the NASDAQ or other stock exchanges, a little more information is available online at the California Secretary of State’s:

Publicly Traded Disclosure Search

Publicly traded companies must disclose compensation paid to directors and executive officers and the names of the company’s auditors. The database also is searchable by the names of directors and officers or the names of auditors.

But much more extensive information on publicly traded companies is available via the U.S. Securities and Exchange Commission and its Edgar online database.

California Secretary of State Partnership Records

Partnerships set up to operate in California must file partnership papers with the California Secretary of State’s Office.

The filings list the address of the partnership and its general partner or partners.

Partnership Name Index

The Secretary of State’s Office keeps an alphabetical list on a computer terminal of all partnerships operating in the state.

The index will list the partnership’s address and the names of the general partners (limited partners, who are more passive investors and do not play an active role in the partnership, are not listed).

There are several different types of partnerships, all listed in a single index at the Secretary of State’s Office. They include:

  • general partnerships
  • limited partnerships
  • limited liability partnerships
  • limited liability companies

The main difference between each of these, and the difference between all of them and incorporated companies, has to do in part with the legal and tax liabilities the partners have for the operations of the partnership. For more on the distinctions, see the section on Help Understanding Different Types of Businesses.

Partnerships also record their partnership papers with the county recorder’s office in counties in which they are operating. So you can also check a county recorder’s office to find a partnership’s filing.

California Secretary of State Partnership Records Online

The California Secretary of State has a website with a searchable database of partnership filings that provides some of the information filed by partnerships operating in California.

The database is at:

California Business Search

To search for a partnership, click on the circle next to Limited Liability Company/Limited Partnership Name.

For a partnership, the database will display the partnership’s address, its registered agent/agent for process of service, its current status, the date it was formed and the partnership number.

You can use the partnership number to obtain the partnership papers, which include the names of the general partner/partners, if you go to the Secretary of State’s office in Sacramento.

California Department of Business Oversight – Securities Records

Companies that issue securities or stock in California must file with the California Department of Business Oversight (formerly the California Department of Corporations).

These are not companies traded on public stock exchanges like the New York Stock Exchange or NASDAQ. Rather they are private companies, often partnerships or small businesses, that have issued securities that other people or companies may purchase in private transactions.

The companies issuing the securities have to file documents with the California Department of Business Oversight describing the securities they’ve issued.

The California Department of Business Oversight also regulates and keeps files on securities brokers and dealers, investment advisers and financial planners.

Index

The California Department of Business Oversight has an alphabetical index of all businesses in the state that have issued some form of stock or securities and filed documents related to the issuance.

In a file, (which sometimes is just a single sheet of paper), will be a listing of the company, its address, and the value of the securities being issued.

In some cases the file may only be a letter of exemption in which the company is stating it does not have to file the disclosure documents about its stock issuance.

In other cases there may be more documents in the file, including more detailed information on the company, correspondence about the company with the California Department of Business Oversight, or letters of complaint to the California Department of Business Oversight concerning the company. In rare cases there may be information about the people or companies to whom the securities have been issued.

Accessing Department of Corporation Files

You can review corporation filings in person at the California Department of Business Oversight, which has offices in San Francisco, Sacramento, Los Angeles and San Diego.

You should call a California Department of Business Oversight office first to make sure the file for the company in which you are interested is located at that office. You can request to have the file transferred to that office, but it could take a week or so for it to be delivered.

For more information on the California Department of Business Oversight, go to the:

California Department of Business Oversight website

California Department of Business Oversight – Records Online

The California Department of Business Oversight has a California Electronic Access to Securities Information Database of securities filings that is searchable by the name of a company:

Cal-EASI Database

The actual documents filed by the company can be viewed online in Adobe Acrobat (pdf) format.

Brokers, Investment Advisers, Financial Planners, etc.

The California Department of Business Oversight also has searchable online databases of licensed brokers, investment advisers, financial planners, lenders and other people and companies involved in financial or securities advice and transactions.

To access these databases, go to the California Department of Business Oversight website. Or try the

Multiple Jurisdiction License Lookup

Which also includes licensees with the California Bureau of Real Estate.

Licensed and Regulated Businesses

For agencies that license or regulate particular types of businesses or business practices, see the tutorial on Businesses – Regulatory and Licensing Agencies.

Corporations – Debts – UCC

Each state has an office, usually the Secretary of State, where you can find a list of creditors of a company that are filed under the Uniform Commercial Code that applies in all 50 states.

Some states have put their UCC databases online.

The Uniform Commercial Code is designed to protect creditors by providing them with an official place where they can file liens showing they are owed money by a person or business. By filing under the UCC the creditors establish priority over other potential creditors if the person or business that owes them money should default on payments or file for bankruptcy.

The UCC filings include financing statements, in which companies pledge their assets as collateral for loans, and tax liens filed by federal and state tax agencies.

If financing statements are listed, they will include the address of the business that received a loan, the bank or other business that made the loan (the “secured party”) and the date the debt was incurred. But it will not list the amount of the loan or debt.

If tax liens are listed, they will include the address of the business that owes taxes, the tax agency that filed the lien and the date the lien was filed. But it will not list the amount of back taxes owed.

The UCC filings also include tax lien releases, which are filed when the individual or company pays off or otherwise resolves the delinquent taxes. So you need to match up liens with releases to see if a particular lien has been paid off.

Corporations – Debts – UCC Online

Some states put their databases of UCC filings online for free access by the public. Thus you can search by the name of a company to see if it has any UCC filings submitted by creditors in that state.

You’ll need to go to the website for a particular state and then locate the page for the Secretary of State’s Office in that state, which is where the UCC filings are usually made.

The National Association of Secretaries of State has a Web site for locating the home pages of secretary of state offices around the country. Go to:

National Association of Secretaries of State – Contact Roster

California Secretary of State UCC Filings

The California Secretary of State has an online database of Uniform Commercial Code filings, but it requires you to subscribe and pay to retrieve the records.

For information on the service, go to the Secretary of State’s UCC Connect Web site.

U.S. Securities and Exchange Commission

Companies with more than $10 million in assets and that have more than 500 shareholders must file regular reports with the U.S. Securities and Exchange Commission. These usually are publicly traded corporations that issue stock to be traded on one of the national stock exchanges, such as the New York Stock Exchange or the NASDAQ.

The SEC reports disclose information such as a company’s top officers and directors, the compensation given to those officers and directors, company subsidiaries and offices, a description of the company’s business operations, the number of employees, the company’s financial statements (see the SEC’s Beginners Guide to Finanical Statements for help understanding the financial statements), disclosure of governmental investigations of the company and a note about any major pending legal actions that could adversely affect the company.

The SEC also has stock ownership and stock sales information on companies, although this is limited to stock owned by officers and directors of a company or stockholders that own more than 5 percent of a company’s stock.

The SEC keeps a computerized alphabetical index of all publicly traded corporations and the reports they’ve filed.

The various reports are available at the SEC’s Washington, D.C. office and at some regional SEC depositories.

SEC Forms

The SEC requires each company to file many different forms. The main forms are:

  • Form 10K – filed annually, the 10K provides information on a company’s business operations, the names of its officers and directors and its financial statements. This is one of the more comprehensive filings a corporation must make.
  • Form 10Q – filed quarterly, the 10Q is essentially an update of the 10K annual report on a company’s business operations, officers and directors and financial statements.

Other forms to check are:

  • Form 8K, which is used by a company to report changes and events important to investors.
  • Proxy statements, which relate to shareholder votes on an issue.
  • Prospectuses, which concern issuance of new stock by a company and also often provide detailed information on a company.

For more information on these and other forms check the SEC’s Descriptions of SEC Forms (pdf).

U.S. Securities and Exchange Commission Records Online

Most of the corporation reports filed with the SEC going back to 1993 can be viewed online using the SEC’s Edgar (Electronic Data Gathering And Retrieval) database and search engine. Go to:

Edgar Company Filings

Type the name of a company into the search box and it will search the headings of documents filed with the SEC to get a list of the electronic reports available on the company.

You also can search the full text of SEC filings for the past four years (for example, to find mentions of a company in filings by another company). For other search options, see the main SEC Edgar search page.

Stock Ownership

Stock ownership information also is available online for officers and directors in a corporation.

Do a search by the name of a company as described above and then look for listings for documents titled Statement of changes in beneficial ownership of securities.

Or you can search by the name of a person to find stock ownership filings by that person. Use the same Edgar Company Filings search page described above, but type in a person’s name as lastname firstname, with no comma in between.

For more help using the Edgar site, try the How Do I Use Edgar Web page.

Corporation Websites and SEC Filings

Corporations that file with the SEC also put copies of those filings on their websites.

At a corporation’s website look for a link to investors or investor relations to find the SEC documents.

Help Understanding Different Types of Companies

Businesses can be created in many different forms – incorporated businesses, limited partnerships, fictitious businesses, companies issuing stock and so on.

The way a business is set up helps determine legal and tax liability issues and which government agencies regulate it.

Here are several guides to doing business in California that explain the different types of companies and the government agencies with which each must file.

Starting a Business
At the California Secretary of State’s website

Incorporate in California
At the paralegal-plus.com Web site. Also see their section on Form an LLC in California.

About this Tutorial

This tutorial was originally written by Paul Grabowicz for students in his Computer Assisted Reporting class, and later modified for public use.

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