Corporate Affiliations

A determination of an individuals Officer/Director and/or Registered Agent status within a corporation is important to determine whether or not that individual may own stock in that enterprise, which can also be determined somewhat by a search of applicable public records within certain state jurisdictions.

Some states do not provide public access to information with respect to stock ownership in corporations, yet many states do provide information with respect to the Officer/Director and/or Registered Agent status of an individual.

These searches are conducted at the Secretary of State level, and if the information is developed, certain other information with respect to the corporate enterprise may be provided. This includes the status of the corporation (i.e., good standing, suspended, or forfeited), the filing date and filing numbers of the corporate enterprise, and the subjects affiliation with the enterprise.

Many states require a secondary search level to be undertaken, which is the procurement of a Statement of Officers/Directors (ET SEQ.). There are database repositories, which provide President and/or Registered Agent information.

However, most searches that develop Officers and Directors must be conducted by hand at the applicable state jurisdiction.

Security & Exchange Commission files provide information on individuals who own more than 10% of a publicly held or publicly traded corporate entity. This search is conducted by database through a few private companies, and the searches are, by and large, undependable.

The searches conducted directly through the SEC, which are extremely time-consuming, are the only valid searches to rely upon within this instance, and for all intents and purposes, inside information with respect to this file indicates that it is roughly 80% accurate and complete.

Partnerships

Searches for partnerships, be they limited partnerships, general partnerships, or specific partnerships, are conducted at the state and local jurisdictional levels, depending upon the state. In California, for example, searches at the California Secretary of States Office identify LP-1 Statements, which are filed by the general partner of the limited partnership, and identify not only a name reservation, but also the name of the general partner of the business.

This one-page form is not a full-blown search with respect to the partnerships that could pertain to an individual. The search conducted at the county or parish jurisdictional level would identify all general partnerships, which would be required to be recorded and limited partnerships which own real estate.

Uniform Commercial Code Filings

While a Uniform Commercial Code Financing Statement could be primarily viewed as a lien instrument, in the context of an asset search it should be addressed as more of an asset determinator.

From the perspective of a UCCs relationship to an asset, when an individual is identified as a debtor, usually the debtors status pertains to the securing of personal property for a business that may not have been disclosed throughout the course of additional research.

The age of the Uniform Commercial Code Financial Statement (they expire after five years in 48 states) would determine the extent of possible equity in equipment and fixtures, which may pertain to an individual and/or his business.

In the case of a manufacturing facility, with depreciation schedules as they are, clearly a 4 -yearold UCC-1 on a piece of equipment that was purchased new at the time the UCC was filed would still retain equity, and thus constitute the discovery of a hidden asset which may be liquidated.

There is also a little known side of the UCC spectrum that is often ignored by examiners. This is searching for Secured Party status on a UCC-1. Clearly, this would be where the subject is, in fact, the Creditor on a UCC-1, with the implications of the discovery of this type of hidden asset quite obvious.

Many states do not provide Secured Party status indexing, and thus, while it is not available in most states, it can be expected within certain state jurisdictions where the asset search will be based.

Sole Proprietorship Entities

A search should be conducted of the Fictitious Business Name and/or Assumed Name Index of the applicable county or parish level of jurisdiction to determine if the subjects name appears as a Registrant, or Declarant of a Fictitious Business Name or Assumed Name Registration. The discovery of these items usually constitutes the discovery of additional bank account search possibilities, as well as entities and/or enterprises that may be unknown to the institution or client.

Other Assets
In many instances, an individual could hold offshore assets in the form of trusts, partnerships, and so forth. A thorough search of applicable public records within the jurisdictions germane to the activities of the subject can often reveal information, which might lead to the discovery of these offshore assets.

This particular type of asset search is highly sophisticated, and should be left specifically to agencies that have demonstrated high levels of competence in international asset research. The trustworthiness of the agency should be scrutinized before entering into a contract.

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