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Part of What a filing history can tell you about an entity

5 lessons worth learning about filing history by country

Filing history by country differs in the United States and the United Kingdom. Compare US state records with Companies House filings, accounts and charges.

To compare filing history by country, open a US state entity record—such as one from the Delaware Division of Corporations or California Secretary of State—and a UK company record at Companies House.

One shows a dozen periodic reports and a status flag. The other shows a hundred dated events, annual accounts, a charges register, and appointments with start and end dates.

Those records may belong to different legal entities in the same group; they are not interchangeable. The registers use different filing models, and reading one with the expectations of the other is a common cross-border mistake.

What to take away

  1. Name the registers.Delaware or California state entity records are not the same as the UK Companies House register.
  2. Expect different filing patterns.US state records commonly center on formation, status, and periodic filings; Companies House records can include confirmation statements (CS01), annual accounts, director appointments (AP01), terminations (TM01), and registered charges (MR01).
  3. Do not equate dates.A change reported in a periodic filing may not have its own date in the state record, while an event filing may show a filing date and an effective date.
  4. Search secured lending separately.US UCC-1 financing statements are indexed separately from an entity record; UK registered charges appear in the company's Companies House record.
  5. Keep identifiers and group links distinct.A state entity number is not a UK company number, and neither filing history should be treated as a complete group chart.

The two models

Secretary of State model. US entity registers are maintained at the state level; examples include the Delaware Division of Corporations and the California Secretary of State. Registration is a state matter rather than a federal one, which the Small Business Administration's launch guidance treats as the ordinary first step. Depending on the state and entity type, recurring filings may include a periodic report that restates basic information. Amendments and structural events may appear as separate documents. State entity registers generally do not collect company accounts. Officer disclosure depends on entity type and may be a snapshot in a filing. Secured lending is commonly recorded in a separate UCC index: UCC-1 financing statements are filed under Article 9 of the Uniform Commercial Code, rather than on the entity page. The system is state-scoped; there is no national register of ordinary companies, which is why the state entity directories pillar exists at all.

Two Filing Models Compared

Secretary of State model

Scope
State-scoped
Recurring filing
Periodic report
Accounts
Not collected
Officers
Snapshot per report
Charges
Separate index
Document images
Varies by state

Central national registrar

Scope
Single national register
Recurring filing
Annual confirmation
Accounts
Annual accounts filed
Officers
Appointments and terminations
Charges
Charges list
Document images
Typically free

The UK national registrar. Companies House maintains the UK company register. Filings under the Companies Act 2006 can include incorporation, director appointments and terminations, changes of address, share allotments, registered charges, confirmation statements (form CS01), annual accounts, and strike-off proceedings. Charge registration uses form MR01; director appointments and terminations can use forms AP01 and TM01. A reader can open the whole record on the public service and document images are typically free. Officer records carry appointment and termination dates. The register is national rather than state-scoped.

Why US and UK filing histories diverge

Depth of filing. Companies House can show more event-level filing detail than a US state entity register. A quiet US state history is not proof of a quiet company; it may reflect what that register asks the company to file.

Granularity of dates. When a state record captures a change only through a periodic report, the report date may bound when the change became visible. At Companies House, an event filing carries its filing date and may also state an effective date. Reconstructing when something happened is a different exercise on each, and the filing history pillar sets out how each one is read.

People. The event model records appointments and terminations. The snapshot model overwrites the roster. On the national register a director's tenure is a range; on the state register it is a series of observations. The national register also collects more personal detail and withholds more of it by rule: service addresses in place of home addresses, partial dates of birth, or none.

Money. Where Companies House requires a company to file annual accounts, a reader can see financial information for each reporting period. A US state entity register generally does not collect company accounts. Anyone comparing the two may find one side blank and should not read the blank as concealment.

Charges. At Companies House, registered security over a company's assets appears in the company's record. In the US, a UCC financing statement is generally searched in a separate state index, often by debtor name, rather than from the entity page.

Identifiers. Companies House issues a company number for each UK company. A US company has a state entity number in each state where it is registered; those numbers are not a single national identifier. Linking records depends on names and documents, not a shared number, which is the subject of entity number lookup.

Parent and subsidiary across the line

A common reason to look at both at once is a UK parent on the Companies House register and a US subsidiary on a state register, or the reverse. Expect differences between the records, and do not read them as inconsistency.

  • Different legal names, because the subsidiary was named to satisfy local availability rules.
  • Different formation dates and officer rosters, because subsidiaries have their own boards.
  • Neither filing history should be treated as a complete group chart. A group link may appear in accounts or company documents, but do not assume both registers show it.
  • Status flags that mean different things. A strike-off notice on one register and a delinquency flag on the other are different procedures with different consequences; see registration status for the vocabulary.

Translating a history into a common shape

To compare two records, or keep one note covering both, reduce each to rows of the same kind.

Common-Shape Translation Fields

  • Date
  • Event type in plain words
  • Source register
  • Document reference
  • Filing date or stated effective date

The fields are date, event type in plain words, source register, document reference, and whether the date is a filing date or a stated effective date. Set both lists side by side by date.

From a state register

Event date
Filing date of the document
Event type
Office's document type, translated
People affected
Read from the report image
Money
Not available
Security over assets
Separate index; note whether searched
Identifier
State plus file number

From a national registrar

Event date
Filing date, plus stated effective date where given
Event type
Form code, translated
People affected
Named on the appointment or termination
Money
From filed accounts
Security over assets
From the charges list
Identifier
National company number

The translation step clears the false discrepancies.

A report date and an appointment date are not the same kind of date. Lining them up without saying so is how an ordinary group ends up looking like it has something to hide.

The rule

Never read one register by the other's standard. Ask of each: what does this office require to be filed, what does it withhold, and what does silence mean here? The answers differ across the border, and related companies may be the subject of the two records.

Common questions

Which country's register should I trust when the two disagree?

Both, about their own filings. A disagreement is nearly always two offices recording two different things, so the first move is to name what each record actually asserts before deciding anything is wrong.

Is there a single search that covers company registers worldwide?

No official one. Some regional projects connect national registers to each other, and each participating country still keeps its own record under its own rules. Treat any product that claims global coverage as a collection of separate national extracts of varying age.

The foreign parent's accounts show a subsidiary the state register does not mention. Is something missing?

No. Group structure is disclosed in accounts, and US state entity registers do not collect accounts or record parentage at all. The absence is the register's design.

How do I record a company that exists on both kinds of register?

As two records with two identifiers and one note explaining the link and the evidence for it. Never as one merged record, because half the fields on either side have no counterpart, and a merged record hides which office said what.

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