Filing history list: what the register does not hold and where each item lives

A filing history looks like the history of a company. It is the history of one office's dealings with a company, which is a much smaller thing. Almost everything a reader expects to find there lives somewhere else, kept by a different body, under a different index, sometimes in a different building.

This page lists what people look for in a filing history and do not find, with the place each item actually lives. Knowing the list saves two common errors: concluding that a company has no debts, disputes, or licenses because its filing history is quiet, and concluding it is hiding them.

What to take away

What is not there, and where it is

Debts and liens on assets. Secured lending against business property is recorded as a financing statement in a separate index. Often the same Secretary of State maintains it, but it is searched separately, by debtor name, and its records never appear in the entity's filing history. Some national registers do attach a charges register to the company record, which is one reason the same company looks so different across two countries.

Lawsuits and judgments. Court records, held by the courts, indexed by party name in each court's own system. A company can have been sued a dozen times with a filing history that shows nothing but tidy annual reports.

Tax standing. Whether the company owes the revenue agency anything is the revenue agency's information. The filing history shows only whether this office's own fees were paid, and only indirectly, through the registration status field.

Licenses and permits. Professional, trade, and operating licenses are issued by boards and departments with their own registers. A contractor, a restaurant, and a clinic each answer to a body that the entity register never hears from.

Ownership. Who owns the shares or membership interests is not, on most state registers, a filed document. Where beneficial ownership is collected at all it goes to a separate system with restricted access, of which the FinCEN beneficial ownership reporting program is the American example. The filing history may show a share-structure amendment; it will not show who holds the shares.

Financial statements. US state registers do not collect accounts. National registrars in some other countries do, and a company there files annual accounts as a document on its own record, so a history in that system carries numbers a US history never will. Their absence from a US record is the register's design, not a gap.

Trade names. Assumed or fictitious names may be registered with the state, with a county, or not at all, depending on jurisdiction, and the Legal Information Institute's note on the fictitious business name is a useful starting definition before you go looking for the index. Some states index them against the entity; many keep a separate index. The business name search pillar covers which index answers which name question.

Employees, contracts, customers, premises. None of it. A filing history has no idea whether the entity has ever traded.

Registrations in other states. Each state's register is its own island. A company qualified to do business in five states has five filing histories, and the home state's is the only complete one. The other four begin at qualification and end at withdrawal, and know nothing about what happened at home. Working out which office holds the home record is what the state entity directories pillar is for.

Events the company never filed. A resignation nobody reported, a move nobody updated, a merger done through a mechanism that required no filing here. The history records paperwork, and paperwork is filed when someone remembers or is compelled to.

The same list as a table

What that leaves

The history logs formation, periodic reports, amendments, agent and address changes, and structural events. It logs administrative actions and dissolution. Read for rhythm and gaps, as the filing history pillar describes; it is a good longitudinal view of whether the entity has been kept alive and whether anything structural happened.

It is a poor view of anything else. When something is missing, say honestly: "That category is not held by this register. Checked elsewhere: yes or no."

Common questions

The history is clean. Does that mean the company has no problems?

It means the company filed what this office required, when required. Every category above could be full and the history would look the same.

Why would the same office keep liens in a different index?

Because the two indexes were created under different laws for different purposes and are keyed differently: entities by identifier, financing statements by debtor name. They were never one database, even where one website now fronts both.

How do I know what I have not checked?

Keep this list beside your note and mark each row checked, not applicable, or not checked. The third mark is the honest one for anything you skipped.

Is there one search that covers all of these at once?

No official one, and any commercial product claiming it is stitching together the same public indexes with its own matching rules. If the matching matters to your decision, do the searches yourself so you know how each name was matched and on what date.

Which of these should I actually check for a small routine order?

Usually only the entity record and its status. The rest of the list earns its time when the exposure is long, large, or secured on something. Decide by what you stand to lose, and write down the rows you chose to skip.