Don't Lose Sight Of these Cryptic Articles
Friday, July 21, 2023
California Free Access Business Entity Documents

The California Secretary of State's online Business Search is easy to use and provides quick access to key corporate documents.  According to the Secretary of State, Business Search provides free access to PDF copies over 17 million business entity documents.  Delaware, in contrast, provides only limited information on its website.

Users can search by entity name or file number.  Search results are limited to up to 500 results that correspond to the information entered.  After receiving the search results, a user may click on the desired entity and a box will appear to the left with basic information about the entity, such as the Franchise Tax Board and Secretary of State status, jurisdiction of formation, principal office address, and agent for service of process.  If a user clicks on the "view history" box, a pop-up screen appears listing various filings by the entity, including the entity's initial filing.  By clicking on the listed documents, it is possible to view and print PDF copies of the documents.

Users may miss the most recent amendments (or restatement) of a corporation's articles if they only click on "amendments" in the history.  The reason is that Section  1101(a)(2) of the Corporations Code permits an agreement of merger to include "amendments, subject to Sections 900 and 907, to the articles of the surviving corporation to be effected by the merger, if any".  These are frequently appended to the Agreement of Merger as exhibits and they do not appear on the history page as separate amendments.  Therefore, when researching the most articles, it is important to check any agreements of merger that have been filed.


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