Searching and Using the Business Registration Database
Tips for Searching the Database
- 1. Searching by Entity Name
- 2. Searching for Information in Annual Reports
- 3. Registered Agent Searches
- 4. Company Official Searches
- 5. Entities You Will Not Find in the Database
- 6. Meaning of the Status Designations on the Business Registration Webpages
- 7. Searching Service of Process
Tips for Using the Database
Tips for Using the Database
1. Searching by Entity name:Practice Tip: Unless you are absolutely certain that you have the business entity’s correct legal name in North Carolina, you may get better results if you search using either “Name starting with” or “Name contains all words”. The reason is that North Carolina is a “distinguishable upon the record” state. G.S. § 55D-21(b). For practical purposes, this means that names of business entities may differ only slightly – just that little bit makes them distinguishable from other entities.
Practice Tip: Foreign entities (created outside NC) may have more than one name in our database. You can find both the home state/country legal name and the fictitious name foreign entity name in our database. Look for the term “Home State”. The reason is that sometimes foreign entities have legal names in their state or country of creation that are not distinguishable from other entities in the records of the Secretary of State. In those instances, the foreign entity may use a “fictitious name” that is distinguishable from other entities’ names for use in North Carolina, G.S. § 55D-22.
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2. Searching for Information in Annual Reports:Practice Tip # 1: Do not rely solely on the most recent annual report for information about a business entity. You may need to check all the annual reports. The reason is that businesses that must file annual reports do not have to reiterate information if it has not changed. So, when you open a PDF’d annual report on the Secretary of State’s website, the report may only contain a certification that the information in the most recently filed annual report has not changed. If a business entity has not recently changed its principal office address and telephone number or principal officers, you may have to open more than one annual report to be able to find that information. For example: A corporation was incorporated in 2001, filed its first annual report in 2002 and in each successive year. The only change is that in 2005, the corporation changed two of its principal officers and noted that change on its 2006 annual report. There have been no changes to the corporation’s annual report information since it filed the 2006 annual report. So, you would have to open all of the annual reports back to 2006 to find the changed officer names, titles and business addresses.
Practice Tip #2: If you need information from the current year’s annual report for an entity, and you do not see the report online, contact the Business Registration Division. Please note that during Annual Report filing season responses may be delayed due to high volume (and limited resources). If you have a truly urgent need to know if an Annual Report has been filed, contact:
Licensing Board Liaison
The reason is that annual reports filed online are immediately available publicly on our website. Reports filed on paper, however, are processed in the order in which they are received. Due to the volume of reports received and our limited resources, at peak filing times (generally March through May each year) it can take up to 180 days from the day an annual report is submitted to us until the report is scanned and accessible online.
Practice Tip # 3: Some business entities are not required to file an annual report with the Secretary of State. You may be able to save search time if you keep this in mind. Examples of kinds of business entities that do not have to file annual reports include:
- Professional Corporations
- Professional Limited Liability Companies
- Nonprofit Corporations
- Limited Partnerships
- General Partnerships (They are not registered at the Secretary of State’s Office.)
- Sole Proprietorships (They are not registered at the Secretary of State’s Office.)
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3. Registered Agent Searches:Practice Tip: When you search our Registered Agent database, you may get better results if you search using either “Name starting with” or “Name contains all words”.
The reason is that our information systems are set up so that Registered Agent names must be precise. For example: A business incorporates and names John Smith as the Registered Agent. In its first annual report, it lists John Q. Smith, Jr. as the Registered Agent. Our system will treat that as a change in the agent’s name, although it may be the same person.
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4. Company Official Searches:Practice Tip: When you search our Company Officials database, you may get better results if you search using either “Name starting with” or “Name contains all words”. For example, with regard to the example above for ZYX and John Williams, you may want to search for John Williams as well as John A. Williams. In this way, you would be able to determine all of the business entities where Mr. Williams is listed as a company official and/or officer.
The reason is that our information systems are set up so company official names must be precise. For example, ZYX Company files its first Annual Report and lists “John Williams” as President. Mr. Williams has two other corporations. He files Annual Reports for those businesses with his name listed as “John A. Williams”. When ZYX files its second annual report, it lists John A. Williams as President. Our system will treat that as a change in the President’s name, although it may be the same person. A company official search for John Williams would not produce Mr. Williams’ other two companies as a search result.
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5. Entities You Will Not Find In The Database:Practice Tip: Save search time by staying aware of the entities that are not in the database, as well as those that may not be required to file but do anyway.
The reason is that there are types of entities that do not file with the Secretary of State. They include:
- General partnerships
- Some unincorporated nonprofit associations may only be included if they decide to file a Registered Agent with us
- Many foreign business entities fall within an exception to the requirement to register or obtain a certificate of authority from the Secretary of State. For example, foreign business corporations that are engaged in interstate commerce do not have to get a certificate of authority from the Secretary of State. G.S. § 55-15-01(b)(8). Nonetheless, many chose to do so.
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6. Meaning of the Status Designations on The Business Registration Webpage:Practice tip: If you use the Business Registration search feature often, you may want to keep these explanations of the status designations handy. The business entity status notations you are most likely to see when you search for a business entity are:
The most common statuses used in the NC Business Registry are listed below with an explanation of when the status is used.
|Most Common Business Status Definitions|
|Active/Not Current||The entity is considered to be active on the NC Business Registry, but is delinquent on one or more required filings.|
|Active/On Notice||The entity is considered to be active on the NC Business Registry, but the NC Secretary of State has grounds for administrative dissolution and the business entity has been notified per statutory requirements.|
|Adm. Dissolved||The entity progressed through the administrative dissolution process without filing the required filings and a Certificate of Administrative Dissolution was issued. No documents, except changes to the Registered Agent can be filed on an administratively dissolved company.|
|Cancelled||An entity that filed a Certificate of Cancellation of its Registration of Limited Partnership, Limited Liability Partnership, or Limited Liability Limited Partnership. The entity is no longer active on the NC Business Registry.|
|Dissolved||An entity filed Articles of Dissolution to close their business. They are not active on the NC Business Registry.|
|Current/Active||The entity is current on all required documents and active on the NC Business Registry.|
|Suspended||The North Carolina Department of Revenue notified the NC Department of the Secretary of State to suspend the entity. No documents can be filed on an entity which is suspended by the Department of Revenue, with the exception of a Statement of Resignation of Registered Agent.|
|Multiple||An entity which is administratively dissolved or administratively revoked and suspended by the Department of Revenue or a licensing board. The word “multiple” indicates there is more than one applicable status.|
|Revoked||The entity progressed through the administrative revocation process without filing the required filings and a Certificate of Administrative Revocation was issued.|
|Withdrawn||When a foreign entity doesn’t want to do business in North Carolina and withdrawls their Certificate of Authority to do business in North Carolina.|
|Active/Failure to Pay Fee||This status is used by the Budget Office after an entity has been issued a Notice of Grounds for Administrative Dissolution and the entity filed an annual report, which was submitted with Non-Sufficient Funds. The entity is still active, but the administrative dissolution process will continue.|
|Admin. Cancelled||This status is used when the NC Secretary of State’s Office cancels a business entity’s initial creation document due to an issue with the filing fee.|
|Converted||This status is used when an entity has converted from one entity type to another. The status is placed on the first entity type.|
|Expired||This status is used when a reserved name of a business entity or a registered name of a foreign business entity has expired.|
|Failure to Pay Fee||This status is used by the Budget Office when a creation document is submitted and there is an issue with the filing fee, such as non-sufficient funds or a closed account.|
|In Process||This status is used when a submission for a creation filing is received and the document is in process of being examined and filed.|
|Judicial Dissolution||When the courts order a dissolution of a company.|
|Merged||This status is used on the “non-surviving” entity of a merger transaction. The entity is merged into another entity, the “surviving” entity.|
|Non-domesticated||A foreign entity is not registered to conduct business, but was a participant in a merger with an entity registered in North Carolina.|
|PA Suspended||This status is used when a licensing board under N.C.G.S. Chapter 55B has suspended a business entity of record.|
|Reserved Name||This status is used when a name has been reserved upon the NC Business Registry, but is not an entity created of record.|
|Revoked Licensing Board||This status is used when the licensing board revokes the business name for use as a professional entity under N.C.G.S. Chapter 55B.|
|Withdrawn by Merger||This status is used when a foreign entity registered with the NC Department of the Secretary of State, merges with another foreign entity or has converted to another foreign entity and the registration is no longer needed in North Carolina.|
|Not Registered||An unincorporated nonprofit association that has filed their registered agent information with the Agency.|
|Current-Active AR Error||There has been a technical error in filing an online annual report. Please contact 919-814-5400 for assistance.|
|Court Ordered Dissolution||The entity was ordered to dissolve the company by the courts.|
|Consolidated||One or more business entity have merged together.|
|Auto Dissolve||The General Assembly passed a bill to automatically dissolve entities for specific reasons.|
|Applied to Withdraw||A foreign entity has applied to the State to discontinue doing business in North Carolina|
|To Foreign Insurance Co||A domestic insurance company converted to an out of state insurance company.|
|To Fed Bank||A North Carolina bank converted to a Federal Bank.|
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7. Searching Service of Process:Practice Tip: If you have followed the steps to use our service of process agent as a substitute agent, you can search SOS service of process to find out if your documents have been served. You can search by either the judicial Docket Number or the SOS File Number. Go to: Search Service of Process
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Tips for Using the Databasee
1. Keeping up with changes:You can subscribe to receive almost immediate notice of changes relating to status of business entities. To do this, go to: EMail Notification Subscriptions. Follow the steps there. NOTE: Be sure you are subscribing for the Exact business names you want to follow.
Practice Tip: If you are about to file a suit or claim against a business entity, subscribing to receive our notices of change BEFORE you file can help avoid problems. The reason is that business entities can, and often do, change their Registered Agents. Their agents also may change their addresses. If you miss one of those changes and serve something to the old pre-change Agent or address, you may not perfect service.
Practice Tip: If you are involved in litigation with a business entity, you may want to be alerted to any changes in the status of that entity with the Secretary of State. For example, it could be relevant to your ability to settle a case if we suspend an entity at the direction of the Department of Revenue.
Practice Tip: If you subscribe to receive change notices for your clients, you may be able to be proactive in representing them. For example, you may be able to quickly reach out and help a client resolve a notice of grounds for administrative dissolution.
Practice Tip: Consider advising your clients to consider subscribing for business entities they regularly deal with. Your clients may want to take protective action since “[a]ny act performed or attempted to be performed [by a suspended entity] during the period of suspension is invalid and of no effect”. G.S. § 105-230(b).
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2. Using the Database as a Competitive Resource:Practice Tip: You can use the database to proactively avoid issues with suppliers and contractors if you check it before you enter into a contract. You may also want to consider talking to your individual and business clients about checking the database before signing contracts. The reason is that an entity’s status might indicate something about its viability and effectiveness. For example, you may not want to approve a contract with an administratively dissolved business entity until it is restored to good standing. That could be a sign that the business is not keeping up with necessary paperwork. Contracting with such a business may increase risks to your client such as: losing money if the business is, in fact, financially unstable; or, having difficulty serving the business with process in the event of a dispute. Before you or your client contract with the entity, you might want to ask questions about the administrative dissolution to see if it has an explanation that satisfies your concerns.
Practice Tip : Consider adding a “current-active” status requirement clause for entities when you draft or review contracts. Then you and your client may have options if the business entity has failed to maintain its “current-active” status with us. The reason is that an entity’s status might indicate something about its viability and effectiveness. For example, assume that after your contract is signed, we suspend an entity at the direction of a licensing board. If you have a contract clause requiring that a contractor has to remain in good standing with its licensing board, you may be able to take action based on the “current-active” clause.
Practice Tip: If you subscribe to receive entity change notices from us, then you can use the database to identify and respond to issues with suppliers and contractors after you enter into contracts. You may also want to consider talking to your individual and business clients about using the database this way. The reason is that an entity’s status might indicate something about its viability and effectiveness. For example, assume that you have a contract with a “maintain current-active status” clause. If you subscribe to receive change notices from us, you will not be dependent on the contractor to tell you if its status changes. This may give you more options for responding to the change.
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