State corporation departments oversee business licensing and record-keeping, and some regulate financial transactions. They also handle trademark and service mark registrations and allow public searches of company records. Some states allow the department to receive process service and provide resources for business planning.
State corporation departments are referred to as the “Corporations Department,” “Corporations Division,” or “Corporations Division,” depending on the state in which they are located. The Secretary of State oversees the department, which is the legal custodian of all corporations and other business entities incorporated and registered in the state. If the public needs access to corporate records, state corporation departments have the authority and ability to deliver sealed certificates and copies of company filings that the department requests and maintains.
The primary duty and responsibility of state corporation departments is to license business activities in the state and maintain records. All forms of business are licensed by the departments, including non-profit corporations and foreign corporations doing business in the state. A secondary duty of some state corporation departments is to regulate financial transactions, such as the exchange of securities. Firms that sell certain financial products and services are also regulated, including financial planners and stock brokers. Some states have no regulatory power, but are solely responsible for maintaining records.
Statewide trademark and service mark registrations are filed and approved by state corporation departments. Entrepreneurs can protect their brand by registering their trademark with the state. In a trademark infringement lawsuit, this will be critical evidence to prove who owns the trademark. A business owner can also register a fictitious business name with the department.
Some states allow companies to designate the Secretary of State as an agent to receive process service. If someone files a lawsuit against the company, he can file a complaint with the corporate department. The department will in turn send a copy of the complaint to the company’s last known address.
Many state corporation departments allow the public to search company and company name records for the websites they operate. Startups can check the website to see if their trade name is being used by another company in the state. Businesses can also pay and file annual reports and filings required by state law based on the type of business. Corporations can give up their “good standing” in a state if they don’t meet their annual filing requirements. Some departments allow a business owner to pay any corporate tax owed.
State corporation departments often provide valuable resources and information on their websites, which can be helpful when planning a business. The name lookup facility is often available online, but office workers can also search for the availability of a commercial name for a fee.
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