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A Simple Guide to Delaware Corporation Search

Despite the large volume of C corporations being incorporated in Delaware, there is surprisingly little guidance as to what information can be found during an online Delaware corporation search or requested from the Secretary of State. I have decided to fill the vacuum by preparing a simple chart showing where relevant information can be located.  I also hope to save your time by indicating what information cannot be found at all.

In general, there are four documents/reports which can be requested from the Secretary of State. Two are available online – status report and extended status report, costing $10 and $20 respectively, and can be immediately accessed online after conducting a simple name search here.  I have uploaded examples of a Status Report and Extended Status Report of Alphabet Inc. for your information. The other two – Annual Report and Certificate of Incorporation – can be ordered via fax and cost $50 for a certified copy, $10 for a plain copy, plus $2 per extra page, and can be only sent to you by regular mail in hard copy.

The first column in the chart below determines a type of information, the second whether and where the information is available, and the third contains remarks or useful tips. If in doubt, please consult the explanation of the icons used I have posted underneath the chart.

Information Accessibility Remarks
Existence ✔ –
File Number ✔ –
Registration Date ✔ –
Entity Type ✔ –
Registered Agent ✔ –
Good Standing ✔(S) –
Franchise Tax Assessed & Due ✔(ES) Date of last annual report filed, tax assessed and tax due.
Identity of Officers ✔(AR) Identity of only one officer is disclosed in the AR.
Identity of Directors ✔(AR) Companies have no obligation of immediate revision of AR upon changes in BOD composition. Thus, the directors listed may have been already removed.
Identity of Shareholders N/A Delaware does not collect information about shareholders’ identity.

Useful tip: the identity of shareholders may be disclosed in the COI if it provides for individual shareholder rights.
Number of shares authorized ✔(AR&COI) –
Number of shares issued N/A Even though not required by law, the number of shares issued is often disclosed in the COI
Preferences and Limitations of Stock Classes ✔(COI) –
Bylaws N/A –

Lack of access to Bylaws, obstructed access to Certificate of Incorporation, and lack of obligation to update the annual report may raise concerns regarding verification of correct representation. I have published an article extensively dealing with this issue, and it is available in Polish here.

Please mind that this post covers basic categories of information regarding private corporations, and more information regarding publicly traded corporations can be extracted from SEC filings.  The goal of this post is not to exhaust all the possible search options, but to cover the basics and enable foreign and domestic entrepreneurs to effectively conduct Delaware corporation search and easily access publicly available information about private C Corporations which they contract with. Experienced attorneys should also be able to extract other useful information, e.g. from Certificates of Incorporation.

Feel free to reach out with any questions comments to skomorowski@komorowskilaw.com

_____________

✔ available online

N/A – can’t access / don’t collect.

S – Status Report

ES – Extended Status

AR – Annual Report

COI – Certificate of Incorporation

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