Have you ever been asked by a client to search for a Uniform Commercial Code Financing Statement or needed to determine the statutory agent for a particular corporation? How do you go about finding a 10-K annual report filed with the U.S. Securities and Exchange Commission (SEC)? Would you immediately know where to research these matters, and how many options do you really have for the search? Even if this is not your primary area of practice, there are many situations where knowledge of the resources available for searching business filings may prove useful.
Governmental Web Sites
Many practitioners begin research with a commercial database such as Westlaw or Lexis. However, the best starting point for researching business filings may be a freely available government web site. For basic corporate documents and UCC filings, this would be the respective secretary of state’s web site. The National Association of Secretaries of State (http://nass.org/) provides a directory of secretary of state web sites, along with those of the District of Columbia and several U.S. territories.
While states differ in coverage, the Ohio secretary of state’s web site (http://www.sos.state.oh.us/SOS/) provides a good example of the types of business resources generally available online. In Ohio, the secretary of state approves articles of incorporation for Ohio corporations, grants licenses to out-of-state corporations, and approves amendments to previously filed documents. Under the “business filings” section of the site, corporate documents can be searched by business name, registration number, or agent/contact name. This section also includes forms, fee schedules, and explanations of issues such as nonprofit organizations, statutory agents, and certificates of good standing.
A second responsibility of the secretary of state is to document secured commercial transactions. The UCC department allows secured parties to file financing statements claiming an interest in collateral, which also serve to provide public notice of the interest. The section of the web site devoted to the UCC includes the ability to both submit and search for filings, along with forms, a fee schedule, and an explanation of Revised Article 9 of the UCC.
Much information is also freely available online for publicly traded companies regulated by the SEC. The SEC created a searchable database, called EDGAR (http://www.sec.gov/edgar.shtml), consisting of filings such as annual reports and proposed sales of securities. EDGAR is being phased out and replaced by a new search platform, referred to as IDEA, which is currently in use and intended to allow for easier searching. Among the search options provided by IDEA are full text searching, a most recent document search, and company and ticker symbol searching.
In addition to the freely available government sources, Westlaw and Lexis provide access to secretary of state business filings, UCC filings, and SEC filings. In Westlaw, these filings can be found under “business and corporate information” in the public information, records, and filings database, while in Lexis, the secretary of state and UCC filings are located in the public records database and the SEC filings are in the news and business database. Both commercial databases allow for either a terms and connectors search or provide a form or template for searching by company name or another specific identifier. While the commercial databases rely on information from the governmental agencies, it is necessary to review the currency of the information provided by Westlaw and Lexis to verify the frequency of updates.
Researching business filings can be an important part of the legal research process. Serving the wrong statutory agent or missing a filed financing statement could prove costly to both you and your client. Investing a few minutes to become familiar with the basic sources of business filings will prove beneficial in the long run.
Thomas Sneed is a reference librarian at the Moritz College of Law. His responsibilities include providing reference services to faculty, staff, students, and the public, and teaching first-year and advanced legal research courses. Prior to becoming a librarian, Sneed practiced law in Kentucky and worked as a real estate specialist with the Ohio Department of Transportation in Columbus.
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