Verifying information Current
Verifying a client company's registration details against the state record
There is no single national company registry. The record that matters is the state's own.
Company registration in the United States is a state-by-state function, not a single federal one. This guide sets out a practical approach to checking a client company's details against the record that actually governs it. It is general information, not legal advice.
Action plan
1 Identify the right state, or states, to check A company's state of formation and the states it does business in can be different states entirely.
Ask the client for the state where the company was originally formed (its state of incorporation or organisation) and, separately, any other state where it is registered to do business as a foreign entity. Confirm both rather than assuming the state the client operates from is the same state that formed the company.
- Ask for the company's state of formation specifically, not just where it currently operates
- Ask separately whether the company is registered to do business in any other state
- Don't assume the operating state and the formation state are the same
Done when: The company's actual state of formation, and any other state it is registered in, have been confirmed with the client
NASS: business services2 Search the relevant state's own Secretary of State business registry Most states run business entity filings through their own Secretary of State office, not a shared national system.
Business entity registration in the United States is administered at the state level. The majority of state Secretary of State offices are responsible for business entity filings in their own state, so the search you need runs through that specific state's own registry, not a single national database.
- Search the specific state's own Secretary of State business entity search
- Don't rely on a general web search result in place of the state's own registry
- Repeat the search for each state the company is registered in, if more than one applies
Done when: The company was searched directly on the relevant state's own Secretary of State business registry
NASS: business services3 Compare what the registry shows against what the client provided A mismatch is worth a follow-up question, not a silent correction.
Once you have the state registry result, compare the legal entity name, entity type, formation or registration date, current status, and registered agent against what the client provided. Note any difference rather than quietly using whichever version seems more likely to be correct.
- Compare legal entity name, entity type, and formation or registration date
- Compare current status (for example active, in good standing, dissolved, or administratively suspended)
- Compare the registered agent on record against the client's own statement
Done when: The registry's details were compared line by line against what the client provided, with any mismatch noted
4 Recheck before relying on an older search A company's registered status can change after your initial search.
A state registry search reflects the company's status at the time it was run, not a permanent fact. For a matter that has been open for some time, or before a significant step in the engagement, run the search again rather than relying on a result from months earlier.
- Treat an older registry search as potentially stale for a long-running matter
- Recheck before a significant step in the engagement that depends on the company's current status
- Record the date each registry search was performed
Done when: A recheck was performed close enough to the relevant decision point that the registry result can be relied on as current
See requesting beneficial ownership information from a corporate client