A Secretary of State is a state official, not part of the federal government. In most states the office has two big jobs: running parts of elections and keeping the register of businesses. For a company owner, the second job is the one that matters. The office records when your company was created, what it is called, who its registered agent is and whether it is still in good standing.
The business side of the office
The business division of a Secretary of State usually handles:
- Formation filings. Articles of organization for LLCs, articles of incorporation for corporations and nonprofits, and certificates for limited partnerships.
- Foreign registrations. A company formed in one state registers here before it does business.
- Names. Checking that a new name is different enough from names on file, and reserving a name for a set period.
- Yearly reports. Annual or biennial reports that keep the record current, often with a fee.
- Changes. Amendments, mergers, conversions, new registered agents and new addresses.
- Certificates and copies. Certificates of good standing, existence or status, and certified copies of filings.
- Closing. Articles of dissolution, certificates of cancellation and withdrawals.
- The public search. A database anyone can search by company name, and often by file number or registered agent.
Many offices also keep UCC filings, which record loans secured on business property, and assumed name or DBA filings.
What the office does not do
The Secretary of State is a records office. It does not check whether a business is honest, it does not give legal or tax advice, and it does not decide disputes between owners. Sales tax, payroll tax and state income tax sit with the state's tax agency. Your EIN comes from the IRS. Local business licenses come from your city or county.
Not always called Secretary of State
In some states the business register sits elsewhere. Arizona uses the Corporation Commission, Virginia the State Corporation Commission, Maryland the State Department of Assessments and Taxation, Michigan its licensing department and Wisconsin its Department of Financial Institutions. In Washington, DC a city agency does the job. Our guide to the different office names explains them, and the home page table lists the right office for every state.
Using the office yourself
Everything the office offers can be done by you, directly, on the state's own website. Searches are mostly free, filings cost the state fee and no more. A private service can fill in and submit forms for you, but it cannot speed up the state beyond the expedite options the state sells, and the state fee is always on top.
Secretary of State offices also run UCC filings, issue apostilles and accept articles of organization.