In brief:
- Articles of Incorporation (AOI) are documents (or a single document) filed with a relevant government agency that legally constitute a corporation’s formation.
- Filing Articles of Incorporation is required for a corporation to operate within a jurisdiction, including raising capital and trading in stocks. It can also give the corporation tax benefits, and shield owners from personal liability for corporate litigation.
- A business wanting to verify another company’s authenticity can typically find a company's Articles of Incorporation at the Secretary of State office for the state in which the company is registered. However, a company isn’t always incorporated in the same state as where it generally operates, meaning it may take searching several online portals one-by-one to find the necessary information.
- A more efficient solution is to use Middesk to query all Secretary of State portals at once, and get extra information in the process.
All companies in the US need to file Articles of Incorporation with a state government before they can legally operate in that state. These are bits of essential data about the company contained in a document (or set of documents), including the company’s name, corporate structure, agents/directors, stock information, and so on.
This document (or set of documents) is an essential requirement for a company to operate legally inside the US. So it’s a key piece of information other businesses should be looking for in evaluating whether to start or maintain a B2B relationship with that company. After all, they don’t want the risk or liability of partnering with a company that’s operating illegally.
This article discusses the most common methods for how to find Articles of Incorporation for another company, if you’re a business evaluating the legality and risk of a B2B relationship.
Let’s first talk a bit more about what Articles of Incorporation are, and what functions they fulfill.
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Articles of Incorporation are a set of legal documents (or sometimes just a single document), filed with an appropriate government agency, that constitute the creation of a corporation. They contain information such as the corporation’s name, business structure, names of agents and directors, and more.
The purpose of Articles of Incorporation
A corporation must have Articles of Incorporation filed with a relevant government agency in a country to be legally recognized and allowed to operate there. This includes issuing stocks for trade or soliciting other investments. Incorporating also allows a business to sometimes receive more favorable tax treatment, and its owners to shield themselves from personal liability for litigation against the corporation.
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Finding Articles of Incorporation for another company is an important step when a business is looking to onboard or maintain that other company as a client or partner. It’s a way to check the corporation’s essential information, and generally to make sure the corporation is legally registered and permitted to operate where it does.
Articles of incorporation typically come in two different forms:
- Certified: These are official, exact physical copies issued by the government agency that they were filed with. They are usually printed on security paper and come with a cover page that bears the insignia of the issuing government agency.
- Uncertified: These are physical or digital replicas of the document(s) that do not come directly from a government agency that registers corporations.
Generally, uncertified copies of Articles of Incorporation are sufficient if a business wants to verify a corporation’s information, authenticity, and potential risk factors for the sake of KYB. That’s because uncertified Articles of Incorporation are still coming from the authority that issued this information, and this information can be treated as a source of truth.
Certified copies are usually only needed for legal applications, not because the information can’t be relied on.
So how does a business actually look up Articles of Incorporation for another company? There are really only a couple common methods:
1. Use a dedicated third-party solution like Middesk
Middesk’s Business Verification solution can search and draw data from all online Secretary of State portals in the US at once, providing results in minutes. This makes it easier to find a company’s Articles of Incorporation, even if you don’t know where the company is actually incorporated.
It also provides plenty of other information that can help you verify a company’s legitimacy and assess its risk profile. This includes tax identification, beneficial ownership, watchlist statuses, adverse media coverage, litigations, and more.
Rather than having to search each Secretary of State office portal individually, Middesk customers can search a business once and get information from all relevant Secretary of State offices. Without having to search each SoS database individually, organizations can save significant time and effort verifying businesses.
2. Search Secretary of State Offices
In the US, companies are typically registered at the state level of government. The most reliable place to find a company’s Articles of Incorporation is a Secretary of State office.
Unfortunately, there is no official universal Secretary of State office search. So you have to search them individually to find information on a corporation. This can be tricky when the location where the corporation is incorporated is not the same as where it operates. Google, for example, has its headquarters in California but is actually registered in Delaware.
There are a few further complications. One is that online Secretary of State portals don’t have standardized interfaces, so each one works a little differently. Another is that some SoS portals require registering an account, paying fees, or both in order to conduct searches.
Get more than just Articles of Incorporation from SoS portals with Middesk
A company’s Articles of Incorporation are key pieces of information that help to prove the company’s authenticity when filed with the appropriate government agency. In most cases, that’s the Secretary of State office for the state in which the company is incorporated. But the state in which a company is incorporated isn’t always the same state where its headquarters is.
This can mean having to search multiple SoS portals to find information on a specific company. And for each one, you may have to sign up for an account, or even pay a fee—sometimes for each information request.
Middesk allows you to skip all that hassle by being able to search all Secretary of State portals at once. Plus it saves time and money by fetching lots of other information that you’re going to need anyway to validate a company’s identity.
‍Reach out to our sales team for more information and a demo of our products.
