A Guide to State of California Business Searches (Corp. Code, § 1502)

California businesses are required to register with the Secretary of State to legally conduct business in the state. The specific requirements a business must meet when registering with the Secretary of State vary depending on the type of business, but all businesses, regardless of type are required to file a Statement of Information. If the registering business is a Limited Liability Company, Corporation, or Limited Partnership, its Statement of Information will appear in public searches on the California Secretary of State Website. The California Secretary of State’s public business search platform is intended to ensure uniform legal compliance of all businesses operating in California while providing free public access to the information.

What is a State of California Business Search?

A California Business search is a free online tool provided by the California Secretary of State that provides the public with information about entities registered with the Secretary of State. The Secretary of State public search platform specifically provides information on corporations, limited liability companies, and limited partnerships.

The Secretary of State’s public search platform does not currently include information for Limited Liability Partnerships, such as law firms. Information about registered businesses that do not appear in the public search platform can be obtained by submitting a request form to the Secretary of State.

What Qualifies as a Business in California?

A business entity is any enterprise or organization, foreign or domestic, operating for profit, including entities, sole proprietorships, partnerships, associations, joint ventures, business trusts and corporations legally operating in California. (Cal. Code Regs., tit. 2, § 21001; Gov. Code, § 82005; Corps.C. § 174.5.)

A corporation is doing business in California if it is repeatedly entering business transactions with California consumers or meeting its corporate filing obligations, or:

Engaging in transactions within California for financial gain.
Organized or commercially domiciled in California; or,
Its California property holdings, sales, or payroll exceed certain amounts depending on the type of business or amount to at least 25% of the organization’s total business. (Cal. Corp. Code § 191.)

A corporation which meets these requirements, officially exists when its Articles of Incorporation are filed with the Secretary of State. (Cal. Prac. Guide Corps. ¶ 4:1.)

What are Articles of Incorporation?

Articles of Incorporation are the evidence formally filed with the California Secretary of State to establish a corporation’s definitive existence. (Corp. Code, § 200(c).) The same articles of incorporation will continue to establish the corporation’s continued existence at first glance in subsequent years. (Corp. Code, § 209.) Any partnership, corporation, association, or natural person(s), either foreign or domestic, can form a corporation in California by filing articles of incorporation. (Corp. Code, § 200(a).) Procedurally, each initial director named in the articles must sign and acknowledge the articles to file. (Corp. Code, § 200(b).) If the articles do not name any initial directors, then at least one of the corporation’s incorporators must sign the articles to file. (Id.)

The California Secretary of State provides Form ARTS-GS to collect the information required to file articles of incorporation, however, any form containing the required information can be submitted. (Cal. Prac. Guide Corps. ¶ 4:160.1.). Articles of incorporation must include the following information:

The corporation’s name.
A permitted statement of the corporation’s purpose, as listed in the statute.
The Service of Process Agent’s name and California street address.
The corporation’s principal office’s street address.
If different from the street address, the corporation’s mailing address.
Information specific to the number and types of shares the corporation is authorized to issue. (Corp. Code, § 202(a)-(g).)

What is a Statement of Information?

California businesses are legally required to file a Statement of Information with the California Secretary of State. A Statement of Information is an official registration document that includes business information such as the business’s address(es), operating officers, and activities. Statements of Information are different from an organizations Articles of Incorporation, because Statements of Information provide updated information on an already existing business.

When Must Businesses File a Statement of Information?

A newly formed California business entity must file their first Statement of Information within ninety (90) days of forming and/or registering their organization with the Secretary of State. (Corp. Code, § 1502.) The initial Statement of Information filing fee is $20 dollars. (Gov. Code, § 12186(g)-(h).) The fee increases to $250 as a penalty for late filings. (Corp. Code, §2204(a).)

A company’s Registered Agent is the person or company acting as the businesses’ official point of contact for all legal or government matters. Registered Agents are required for all businesses by all 50 states and are commonly known as Agents for Service of Process. All businesses must file an updated Statement of Information each time its Registered Agent changes. (Corp. Code, § 1502(e).) Otherwise, corporations are required to update their statements of information annually. (Corps. Code, § 1202(a), (b).) The Statement of Information renewal filing period begins six months before the last calendar day of the business’s original filing month. (Corp. Code, § 1502(d).)

A corporation that fails to file an updated statement of information for two years straight will have its corporate powers, rights, and privileges suspended. (Corps. Code, § 2205(a).) The suspension is lifted when the corporation files the overdue statement of information and pays any outstanding fees. (Corps. Code, § 2205(d).)

For example, “Shawn” and “Julie” own and operate a corporation in California. Ten years ago, Shawn and Julie registered their corporation with the Secretary of State and filed their first Statement of Information in August. Because Shawn and Julie operate a corporation, they have filed an updated Statement of Information every year for the past nine years before it comes due on August 31^st. In mid-March of their corporation’s tenth year, Shawn reminds Julie that their updated Statement of Information must be filed. Julie assures Shawn that she will take of it. Shawn and Julie experience an incredibly busy and successful year in their corporation, but none of the corporation’s addresses, agents, or activities have changed. On September 1^stof the corporations tenth year. Julie realizes that the six-month Statement of Information renewal filing period ended yesterday. Julie immediately files the updated Statement of Information, despite no changes occurring in the last year, and pays the $250 late filing fee. If Julie had filed only one day sooner, the filing fee would have been only $25.

Who is Required to File a Statement of Information?

Foreign, or out of-state, companies registered to conduct business in California, and domestic California companies are required to file an annual Statement of Information with the Secretary of State. (Corp. Code, § 1502(a); Corps. Code, § 1202(a), (b).)

How to file a Statement of Information with the California Secretary of State.

The California Secretary of State has made the process of filing a Statement of Information relatively simple. Businesses looking to file their Statement of Information can do so by first registering a business account on the California Secretary of State’s website. Once the account is registered, business can navigate to the “File an LLC Statement of Information” tab under the website’s “Business Entities” tab, then search for their company’s name, and click on “File a Statement of Information” to begin the process.

Statement of Information submissions must include all the following information:

The corporation’s name and Secretary of State’s file number.
The names and addresses of the corporation’s directors.
The number of vacancies on the corporation’s board, if any.
The names and addresses of the corporation’s chief executive officer, chief financial officer, and secretary.
The principal executive office’s street address.
The corporation’s mailing address, if different from the executive office’s street address.
Corporation’s with out of state principal executive offices must list the California principal office’s street address, if any.
The corporation’s valid e-mail address if they have chosen to receive electronic communications.
A statement describing the general nature of the corporation’s principal business activity.
Statements regarding any outstanding or pending Labor Judgment against any member or manager of the business for violating the California Labor Code.
And the name and address of the registered agent for service of process. (Corp. Code, § 1502(a)-(b).)

If the information listed is unchanged from the last filing, corporations can submit a different form, called the Statement of No Change, to advise the Secretary of State that no changes occurred. (Corp. Code, § 1502(c).)

Conclusion

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