CORPORATE RECORDS INSPECTION
Part 1: California Secretary of State
By Alena Herranen, May 27, 2011
Record keeping is a job the government does very well. Lost your birth certificate? You can order a copy from the California Department of Public Health. Lost your old tax returns? You can order copies from the IRS or the Franchise Tax Board. When you lose your California corporate records, the first government body to contact is the California Secretary of State.
The California Secretary of State processes many corporate filings including the articles of incorporation, statements of information, mergers and dissolutions. All of these filings are public records and most can be searched online. Documents and information not available online can be ordered from the Secretary of State by sending in a “Business Entities Records Order Form” available on the Secretary of State website.
Whether your corporation is a for-profit or nonprofit entity, it is easy to check the status of your corporation and to bring it up to date with the California Secretary of State’s office. When you have a few moments to sit down at your computer, pull up the Secretary of State website at www.ss.ca.gov, and follow these step-by-step instructions.
Step-by-Step: Status Check
Visit the Secretary of You should go to the Secretary of State website to check your corporation’s online records, verify the correct corporate name and state number, and print out a “Business Entities Records Order Form.”
- 1. Go to the California Secretary of State website at www.ss.ca.gov.
- 2. Click on “Business Entities.”
- 3. Click on “Business Search.”
- 4. Click on the button labeled “Corporation Name.”
- 5. Type in your corporate name.
- 5.1. If it does not show up in the records, try a different version of the name.
- 5.2. Even a partial name should bring up your corporation.
- 5.3. If you are not able to find your corporation, it is possible that your business was formed in another state and not incorporated or qualified in California.
- 6. When you find your corporate name, click on it to see the current information.
- 6.1. You will see the entity name, entity number, date filed, status, and more.
- 6.2. Make a note of the exact name and corporate number as you will need these for future filings.
- 6.3. If the status shows “Active,” the entity has filed its formation document in California and is authorized to carry out its business activities. This does not mean it is current with respect to the Statement of Information filing requirement. Proceed with the Statement of Information check below.
- 6.4. If it is “Suspended,” the business entity's powers, rights and privileges were suspended or forfeited in California (1) by the Franchise Tax Board for failure to file a return and/or failure to pay taxes, penalties, or interest; and/or (2) by the Secretary of State for failure to file the required Statement of Information. Information regarding the type of suspension can be obtained by ordering a status report.
- 6.5. If it is “Dissolved,” someone from your organization has filed a Certificate of Dissolution and the powers, rights and privileges of the entity have ceased in California.
- 6.6. If it is “Cancelled,” the formation or qualification filing was canceled by the Secretary of State because the payment for the filing fee was not honored by the financial institution.
- 7. Print out the information page or write down the details for future reference.
Step-by-Step: Statement of Information Check
Before you leave the Secretary of State website, check to see if you are current with your Statement of Information filing requirement.
- 1. Click on the “E-file Statements” link on the left side of the page.
- 2. Type your corporate name in the box.
- 3. Note the date your corporation last filed your Statement of Information. The date appears at the top left side of the page.
- 4. If the “Last statement filed on:” appears red, it is too early to file another statement. Your filing period is the five-month period preceding the month of formation of your corporation. Nonprofit corporations are required to file every two years while for-profit corporations must file every year.
- 5. Write down the date you last filed and the next due date.
- 6. If the Statement of Information is currently due, you may file it online and pay the filing fee with a credit card. You will need the names and addresses of your officers, directors and agent for service of process.
- 7. Print a copy of the online form before you click on “Continue Filing” so you will have a record of what you filed.
- 8. Pay your filing fee ($25 for-profit or $20 nonprofit) with a credit card and print a copy of your filing receipt.
- 9. Mark your calendar with your next filing date.
As you can see, keeping your Statement of Information current is easy. It is also important. Failure to file your Statement of Information in a timely manner may result in a $250 penalty for for-profit corporations or a $50 penalty for nonprofit corporations. Furthermore, your corporate charter may be suspended.
For more information:
California Attorney General - Charities
California Secretary of State
California Department of Business Oversight
California Corporations Code
California Business and Professions Code
Nevada Secretary of State
Nevada Revised Statutes