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Risk Management Blog

UCC & Corporate Due Diligence

Resource Guide for Legal and Financial Professionals

State Filing Office Terminology: Identifying Synonymous Corporate Terms


UCCOne of the challenges associated with the filing and retrieval of corporate documents is the lack of consistency in state filing office terminology. This state-to-state variation makes it difficult to be certain you are interacting with the correct documents and using the appropriate language; driving many lenders, paralegals and entrepreneurs to work with a private service company to guide their corporate transactions. In this week’s blog post, we will identify and define four concepts in corporate work that tend to cause confusion and provide several common name variations for each.

  1. Definition: A state-issued document verifying that a registered entity is authorized to do business in a given jurisdiction. The document certifies that the named entity has complied with certain statutory requirements imposed by that state.
    Common Names: Certificate of Status, Status Certificate, Certificate of Good Standing, Good Standing Certificate, Certificate of Existence
  2. Definition: A person or entity designated to receive legal and tax documents on behalf of a registered business. This is the person that would receive service of process should the business be involved in a legal action.
    Common Names: Registered Agent, Resident Agent, Statutory Agent, Agent for Service of Process
  3. Definition: An entity’s mandatory annual or biennial filing. Required information varies by state, but often includes entity’s address, officer and director information, registered agent for service of process and the number of authorized shares issued.
    Common Names: Statement of Officers, Statement of Information, Annual Report, Annual List
  4. Definition: A name under which a person, partnership, corporation etc conducts business that is not the legal name of the entity as listed on their formal organizing paperwork.
    Common Names: Assumed Name, Fictitious Business Name, DBA Name, Doing Business As

Please keep in mind that the terms discussed herein could have a slightly different meaning and serve a somewhat different purpose depending on the state. This document is intended only as resource to help you become familiar with few common synonymous corporate terms. When in doubt you can always speak with your corporate service provider or contact the state filing office directly for clarification.




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