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Massachusetts Agencies

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Articles from The Massachusetts Focus

Newsletter of Stewart Title Guaranty Company, Massachusetts Offices
Summer 2005, Volume 4, Number 3

Paralegal Page
by Donald A. Brown, Boston Office Paralegal

Requesting Information from the State of Delaware-Division of Corporations

I have recently been asked to obtain a certified copy of merger for a business entity to resolve a title issue. I went online and researched the corporate entity by first going to our local Massachusetts Secretary of State Corporations Division to see if this entity was ever incorporated in our state. I was unable to locate the information that I was looking for. I found that the entity was based out of another state and incorporated with the State of Delaware. I have run into this situation many times and found that the easiest thing to do is go to the State of Delaware's Secretary of State Corporations Division to confirm whether or not the entity was ever filed with them.

I went on to their updated website located at http://www.delaware.gov/ and was on their home page. On the left hand side of the home page there is a field showing the State agencies, and the first option is the Corporations Division. When you click on Corporations Division you are sent to the Corporations Division home page. When you review the Corporations Division home page, on the left hand side it lists several different options, one of which deals with general information regarding corporations. When you click on general information, it gives you a brief description of the services that they provide and explains that the entity information provided on their website is free of charge, consists of the entity name, file number, incorporation/formation date, registered agent name, address, phone number and residency for the corporation. I typed in the entity name and was able to confirm that they were incorporated with Delaware. I printed off the information the website provided me with and found that I would need the certified copy of the merger. Furthermore, they also go on to say that if you require any additional information about the corporation that you are researching that it can be obtained for a fee. Keep in mind that there are several different options in obtaining corporate information from the State of Delaware. You can do so in writing or even verbally over the phone if you have a credit card.

Additionally, there are several different ways to submit requests with the State of Delaware Corporations Division. On the left hand side of the Corporation Divisions home page under Information there is an option for submitting a request. If you click on to submitting a request, the second paragraph talks about obtaining certification and copy requests for corporation documentation, as was the case with my request. In this topic section they say that "all requests must be submitted with a cover memo that has the name and address of the person/firm submitting the request. To ensure your request is processed quickly and efficiently, we strongly recommend utilizing our cover memo." If you click on to their cover memo it downloads and opens as an Adobe Acrobat document that you can only view and print out.

In reviewing the request form, you can request five different types of requests. You need to pay attention to what type of request you make because there are different fees associated with each request. For instance, I shaded in the request for a "priority 7," which is a regular work request (you can use a dark pencil or marker). The cost for this type of request is $32.00. If you make a request this way it usually takes about 15 to 30 days to obtain the documentation from the date the Corporations Division actually receives the certification and/or copy request. I filled in the submitter's information, which is obviously easy enough. Then you come to the certification request information. You fill out the name of the company/entity and then the file number. The file number is the number that the Corporations Division uses to reference all corporate entities that are filed with them and is easily found when you make your request for general corporate information. You then check off the method of return. I used Express Mail, gave them my account information, and provided them with a return overnight delivery slip and envelope. Lastly, I checked off the type of certificate I requested, which was a Certificate in RE: amendment. Remember I needed a certificate of merger to resolve the title issue. If you are confused about what type of certificate and/or copies of corporate documentation are needed, as was I when I first reviewed their website, call and speak with their customer service department. They were very helpful when I called and asked what type of certificate was needed, and what type of request for documentation had to be made to resolve the issue.

In closing, I sent my request by overnight delivery to their attention along with a cover letter enclosing the certification request form, printout for the corporate entity obtained from their website, and a check made payable to the Delaware Secretary of State's Office. When they receive your request, they will log it into their system and give it a reference number. So, if you have to call their customer service department looking for a status, you simply reference the corporation file number and they will in turn give you the reference number. I hope this information is helpful when you have a situation involving a Delaware filed corporation. 

Websites to Know

www.sec.state.ma.us/cor/coridx.htm
Helpful in providing information on name changes.

www.ffiec.gov/nic
Used to locate banks through closings and mergers.

www.fdic.gov
Provides information for Bank, Savings Associations and holding companies that are FDIC Insured (especially helpful in finding banks that have been taken over by the FDIC).