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What are State Corporation Departments?

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  • Written By: Daphne Mallory
  • Edited By: C. Wilborn
  • Last Modified Date: 15 November 2016
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State corporation departments are referred to as "Department of Corporations," "Corporations Division," or "Division of Corporations," depending on the state they are in. The Secretary of State oversees the department, which is the legal custodian for all corporations and other business entities formed in and registered with the state. If the public needs access to corporate records, state corporation departments have the authority and the ability to deliver sealed certificates and copies of corporation filings that the department requires and maintains.

The primary duty and responsibility of state corporation departments is to license business activities in the state and to maintain records. All forms of businesses are licensed by the departments, including not-for-profit corporations and foreign corporations doing business in the state. A secondary duty of some state corporation departments is to regulate financial transactions, such as the exchange of securities. Businesses that sell certain financial products and services are also regulated, including financial planners and securities brokers. Some states do not have any regulatory powers, but are solely responsible for maintaining records.

Trademark and service mark registrations at the state level are filed and approved by state corporation departments. Business owners can protect their brand by registering their trademark with the state. In a trademark infringement lawsuit, this will be a key piece of evidence to prove who owns the trademark. A business owner can also register a fictitious business name with the department.

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Some states allow businesses to designate the Secretary of State as the agent to receive a service of process. If someone files a lawsuit against the business, they can serve the complaint on the corporations department. The department in turn will send a copy of the complaint to the business' last known address.

Many state corporation departments allow the public to search the records of businesses and business names on websites they maintain. Start up businesses can check the website to see whether their business name is used by another business in the state. Businesses can also pay for and file annual reports and filings required by state law according to the type of business. Corporations can forfeit their "good standing" in a state if they don't fulfill their annual filing requirements. Some departments allow a business owner to pay any corporation tax owed.

State corporation departments often provide valuable resources and information on their websites, which can be helpful when planning a business. The name search function is often available online, but clerks can also search the availability of a business name for a fee.

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