Effective Monday, May 19, 2014, the California Secretary of State will no longer issue certificates reflecting specific filings in a business entity's history.
You may instead request a Certificate of Filing of All Documents or a certified copy of a particular filing. (A Certificate of Filing of All Documents is currently identified as a Certificate of Listing.)
This change affects you if you are requesting a Certificate of Listing or a certificate regarding a specific change such as a merger, etc. Some filing agencies require a Certificate reciting a specific change in a company's filing history (
e.g., name change, conversion, etc.). California will no longer provide a Certificate reciting a single historical filing.
The new Certificate of Filing of All Documents will list
all filings made for the business entity on the records of the SOS. These will
be in chronological order, from the oldest filing to the newest. They will
start with the initial formation, registration or conversion filing. Each
listed filing will include:
- The
document type of the filing (e.g., Formation, Registration, Amendment, Merger, Conversion, Termination, Statement
of Information, etc.). Note: the specific title of the document will not be
listed (e.g., Articles of Incorporation,
Certificate of Dissolution, Certificate of Merger, etc.)
- The file date and the effective date of the filing.
- The
prior name of the business entity, if the filing changed the name of the
business entity. Note: the entity names or entity types in a merger or
conversion filing, or any other details contained within a filing, will not be
listed in the new Certificate of Filing of All Documents. If you require such
information, you may request a plain or certified copy of that filing.
The Secretary of State's Business Entities Records Order Form,
http://www.sos.ca.gov/business/pdf/be_ircform.pdf, will be updated after the close of business on Friday, May 16, 2014. On that form, “Certificate of Filing” will be
removed and “Certificate of Listing” will be changed to “Certificate of Filing
of All Documents."
The fee for a Certificate of Filing of All Documents is $5.00 for each document listed.
Requests for a "Certificate of Filing" or a "Certificate of Listing" received on or after May 19, 2014, will receive the new “Certificate of Filing of All Documents.”
This means service companies do not have to change their service request forms,
but should understand what they will receive.
Requests for a "Certificate of Filing" of a single document received in the SOS office before May 19, 2014, will be processed/completed.
You can find additional information in the
Notice of Change page of the California Secretary of State's website. You can also contact CLAS for assistance.
