Secretary of State

How it works

To register a business, an owner submits formation documents to the Secretary of State's office in the state where the business will be organized. The office reviews the filing, collects the applicable fee, and issues confirmation of the entity's legal existence.

The process typically follows these steps:

1. Prepare formation documents, such as Articles of Incorporation for a corporation or Articles of Organization for an LLC.
2. Submit the filing online, by mail, or in person, depending on the state.
3. Pay the state filing fee; LLC filing fees range from $35 to $500 depending on the state.
4. Receive confirmation that the entity is legally formed.

After formation, the Secretary of State's office remains the ongoing compliance authority. Businesses must file annual reports, notify the office of amendments, and maintain a registered agent on file at all times.

Why it matters

Without a successful filing, a business entity does not legally exist under state law and cannot access liability protections, favorable tax treatment, or legal standing. Failure to maintain compliance, such as missing an annual report deadline, can result in administrative revocation, which strips the business of its good standing. A revoked entity may be unable to enter contracts, open bank accounts, or pursue litigation.

Businesses expanding into new states must also file with that state's Secretary of State through a process called foreign qualification.

Common filings

• LLC formation: Filing Articles of Organization to legally establish a limited liability company.
• Corporation formation: Submitting Articles of Incorporation to create a for-profit or nonprofit corporation.
• Annual reports: Periodic filings confirming continued operation and updated contact information.
• Amendment filings: Notifying the state of changes such as a name change, address update, or structural modification.
• Registered agent designation: Identifying the person or service authorized to receive legal notices on the business's behalf.
• Dissolution filings: Formally closing a business entity with the state.

Secretary of State vs. registered agent

These terms are frequently confused. The Secretary of State is the state agency that receives and maintains business filings. A registered agent is a person or service designated by the business to receive legal notices and official correspondence. The registered agent must be designated with the Secretary of State's office; the two roles are connected but distinct.

Related terms

• Business entity status: The standing of a business as recorded by the Secretary of State, active, delinquent, or dissolved.
• Registered agent: The designated individual or service that receives official legal notices on behalf of a business.
• Administrative revocation: The state's process of revoking a business's legal status for failure to meet filing requirements.
• Dissolution: The formal process of closing a business entity by filing dissolution documents with the state.
• Foreign qualification: The process of registering to operate in a state other than the one where the business was originally formed.

FAQs about secretary of state

What is the difference between a state Secretary of State and the U.S. Secretary of State?

The U.S. Secretary of State is a federal cabinet position focused on foreign policy with no involvement in business registration. The state-level Secretary of State handles business entity filings, public records, and compliance functions within that state.

How do you look up a business's status?

Most Secretary of State offices maintain a publicly searchable online database where anyone can look up a registered business by name or entity number to confirm its current status, formation date, registered agent, and recent filings.

What happens if you miss a filing deadline?

Missing a required filing can cause the business to fall out of good standing, potentially leading to administrative revocation. A revoked entity may need to file reinstatement documents and pay additional fees before it can legally operate, enter contracts, or pursue litigation.