IACA – International Association of Commercial Administrators
Topic: Entity Registration Verification
Question by: Ricky Harper
Jurisdiction: Florida
Date: November 20, 2012
|Jurisdiction |Question(s) |
| |Do any states verify the identity, in any way, of a person filing a new entity? If so, how did you get authority to do so, and was there significant resistance? |
|Manitoba | |
|Corporations Canada | |
|Alabama | |
|Alaska | |
|Arizona |Arizona does not verify identity as a matter of course, but as others have mentioned, we can get copies of checks and we have some identifying info on credit card |
| |payments if necessary. |
|Arkansas | |
|California | |
|Colorado | |
|Connecticut | |
|Delaware | |
|District of Columbia |In the District of Columbia we do not have “true” verification of the identity of online filers. |
| | |
| |However, we have the following measures in place: |
| |1- We have language on each form and online workflow that refer to perjury statement; |
| |2-For online filers we can trace the identity of the individual using their credit card information; |
| |3-We also require the online account registration before doing any online filings so we can trace transactions to the individual’s account if needed. |
|Florida | |
|Georgia | |
|Hawaii |Hawaii does not verify the identity of the person filing a new entity. |
|Idaho | |
|Illinois | |
|Indiana | |
|Iowa | |
|Kansas | |
|Kentucky | |
|Louisiana |Louisiana does not verify the identity of a person submitting a business filing. |
|Maine | |
|Maryland | |
|Massachusetts |Massachusetts does not verify the identity of a person filing a new entity. There is no statutory authority which permits this office to ask for identification. |
|Michigan |Michigan does not verify the identity. |
|Minnesota | |
|Mississippi | |
|Missouri |Missouri does not verify the identity of filers. |
|Montana | |
|Nebraska | |
|Nevada |Nevada does not verify the filer upon filing. However, filer may be identified if necessary though payment documentation, RA acceptance if RA processing the filing, etc.|
|New Hampshire | |
|New Jersey | |
|New Mexico | |
|New York | |
|North Carolina |North Carolina does not verify the person filing a creation document. |
|North Dakota | |
|Ohio |Ohio does not verify the identity of a person submitting a business filing. |
|Oklahoma |Oklahoma does not verify the identity of the person filing. |
|Oregon | |
|Pennsylvania |Pennsylvania does not. |
|Rhode Island |Rhode Island does not verify the identity of filers. |
|South Carolina | |
|South Dakota | |
|Tennessee | |
|Texas | |
|Utah | |
|Vermont | |
|Virginia |Virginia requires the printed name of the incorporator or organizer next to the signature, but there is no verification process. |
|Washington |Washington does not verify identity in any way for a new entity filing. |
|West Virginia | |
|Wisconsin | Wisconsin doesn’t verify the identity either. |
|Wyoming | |
Additional comments:
William Mitchell College of Law:
The newly harmonized uniform business entity acts strictly limit the responsibility of the filing office, in recognition that filing offices lack the means (and the budgets) to verify the bona fides of those who sign.
Following is a comment from the new comments to ULLCA. The same comment will appear in the rest of the acts and the new Business Organizations Code as well.
ULLCA (2006) (Last Amended 2011)
SECTION 203. SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO [SECRETARY OF STATE].
comments
Subsection (a)(1) – From the perspective of the filing office, it is not necessary that a record delivered for filing on behalf of a limited liability company be filed by a member or, in the case of a manager-managed LLC, a manager. The operating agreement can impose such a requirement as an inter se matter, but the requirement would not affect this provision. See Section 105(c)(3)(B) (stating that the operating agreement may not “vary any requirement, procedure, or other provision of this [act] pertaining to … the [Secretary of State], including provisions pertaining to records authorized or required to be delivered to the [Secretary of State] for filing under this [act]”).
The filing office will not check whether a person who purports to be authorized to sign a record on behalf of an LLC actually has that authority, even if a statement of authority pertaining to the matter is in effect. Indeed, even if the filing office somehow “knows” of a statement limiting authority, the office lacks the authority to reject a record on that basis. See Section 206(a), comment (stating the requirements for filing and noting that the filing office’s review is ministerial and limited to information pertaining to the stated requirements) and 302(c), comment (explaining why such a statement of authority does not affect the filing office).
Subsection (b) – The filing office will not check the bona fides of a person purporting to have signed a record in a representative capacity.
Subsection (c) – As a matter of agency law, a person who signs in a representative capacity gives a “warranty of authority.” RESTATEMENT (THIRD) OF AGENCY § 6.10 (2006). This subsection also has criminal law implications. Under Section 205(c), “[a]n individual who signs a record authorized or required to be filed under this [act] affirms under penalty of perjury that the information stated in the record is accurate.”
Professor Daniel S. Kleinberger | Founding Director, Mitchell Fellows Program
Reporter, Uniform Law Conference Drafting Committee on
Series of Unincorporated Business Entities
Co-Reporter, Uniform Law Conference Project for
Harmonization of Business Entity Acts
daniel.kleinberger@wmitchell.edu | 651-290-6387 | Fax: 651-290-6414
William Mitchell College of Law
875 Summit Avenue, St. Paul, MN 55105
Full text of email:
Do any states verify the identity, in any way, of a person filing a new entity? If so, how did you get authority to do so, and was there significant resistance?
Thank you
Ricky Harper
Director, Division of Corporations
Florida Department of State
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 32301
850 245 6002 office
850 445 9055 cell
Visit Corporations at
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