Frequently Asked Questions

As a registered business grows, there are times when it will elect to make changes to its structure or form to better support its current business needs. These types of changes must be documented in the public record in every state where the entity it authorized to conduct business. Entities communicate these changes through the filing of an Amendment, Merger or Conversion document. An Amendment makes a change to the Articles of Incorporation/Qualification of an existing entity. A Merger joins two or more registered businesses into a single surviving entity. A Conversion changes an existing business to a new entity type (Corporation to an LLC, for example).

Corporations, LLC and other registered business entities are required to hold an annual shareholder meeting to elect the board of directors and make other important decisions about the business. Annual minutes are the documented record of what transpired at the annual meeting. Annual minutes are not filed with any public agency, but must be maintained and made available for viewing in the event of a lawsuit or IRS audit.

With only a few exceptions, every corporation, non-profit corporation, limited liability company (LLC), limited partnership (LP) and limited liability partnership (LLP) is required to file an Annual Report (aka Statement of Information, Statement of Officers, Annual List, etc.) in every state where it is authorized to do business. Entities that miss an Annual Report deadline face severe consequences that can include a loss of good standing, difficulty in securing financing and even administrative dissolution.

In order for a public document to be used in a business transaction outside of the country where it was issued, it must receive special certification or authentication. Traditionally, the only method for authenticating a document was a lengthy process known as Legalization – which involves multiple levels of certifications applied by various government agencies. Today, a streamlined authentication process known as an Apostille is available for documents to be used between two countries that are both members of the Hague Convention.

There are times when an individual or registered business would prefer to do business using a name other than their true legal name. In order to do so, they must register an Assumed or Fictitious Business Name – sometimes referred to as a Doing Business As (DBA) or a Trade Name. Depending on the state, formal paperwork must be filed with either the state or county filing office. These records can also be searched to determine the registered owner of a given Assumed/Fictitious Business Name.

Depending on the nature of your business, the state or county in which you want to transact business may require you to obtain and maintain a business license or special permit. CLAS offers the full spectrum of business license services including research, filing, assessment and verification.

Corporate and LLC Kits/Minute Books help businesses organize and maintain their corporate records. The kit provides a safe and convenient location to store important business documents such as bylaws, operating agreements, corporate charter, stock/membership certificates and annual corporate minutes.

A Corporate Document Retrieval refers to the process of obtaining a copy of a document or documents that were previously filed with a state filing office. Copies can be either plain or certified. Common items requested include Articles of Incorporation/Qualification, Amendment/Merger/Conversion Documents, Annual Reports and more.

If a document that is submitted for filing does not meet the minimum statutory requirements for that state, the filing office will reject the document – costing the filer valuable time and money. CLAS Service Representatives have a detailed understanding of specific state requirements and can draft corporate documents and prepare UCC1 Financing Statements and UCC3 Change Statements on your behalf to help guard against rejection.

Whether you are leaving a state in which you are qualified to do business (withdrawal) or closing your registered business entirely (dissolution for corporations, cancellation for other entity types), it is important to file the right paperwork to terminate the entity. Closing up shop without filing formal paperwork can result in taxes, penalties and continued liability for individuals associated with the business.

Whether you are starting a new business or expanding into a new market, it is critical to evaluate all of your options and decide on the entity type that best suits your needs in terms of flexibility, taxation, protection from personal liability, etc. Based on the entity type you choose, there are specific forms and other documents that need to be filed with the state filing office in every state in which you will transact business.

A Good Standing Certificate or Status Certificate is a state-issued document that confirms that a given business entity is authorized to transact business in the state where the certificate was issued. The certificate may certify that the entity has satisfied certain compliance requirements within the state.In many cases, an entity seeking to qualify to transact business in another state must submit a Good Standing/Status Certificate to prove their existence and compliance in their home state. A lender will often obtain a Good Standing/Status Certificate as part of their standard pre-funding due diligence investigation.

Whether you are starting a new business or expanding into a new market, it is critical to evaluate all of your options and decide on the entity type that best suits your needs in terms of flexibility, taxation, protection from personal liability, etc. Based on the entity type you choose, there are specific forms and other documents that need to be filed with the state filing office in every state in which you will transact business.

A new business name must be unique. When a formation or qualification document is submitted for filing, the filing office will check the business name against existing entities in their jurisdiction and will reject a document that lists a business name that is the same, or deceptively similar to that of an existing entity in that state. With a Name Availability Check, the state will check your preferred business name against state records in advance of submitting your formation documents to make sure the name is available. If the name is available, it can then be reserved for your exclusive use.

Commonly required in financial closings and as a part of routine due diligence investigations, a Tax Status Letter or Certificate is a document issued by a state tax agency (e.g. Department of Taxation, Franchise Tax Board) to confirm that an entity has filed all required tax notices/returns and has no outstanding tax liabilities. If the entity has failed to comply with any requirement, the Letter or Certificate will indicate a delinquent status.

Research performed at the U.S. Patent and Trademark Office (USPTO) and Secretary of State trademark registers can help new businesses determine if a trademark or service mark they intend to use would be in conflict with an existing registered mark. A search may also be performed to determine the owner of a specific mark or to uncover all marks owned by a certain business or individual.

A report of information abstracted from the registry of companies, a Company Information Report provides valuable information for on a foreign or offshore company’s history and legal status. The available information varies by location but often includes the company name, identification number, formation date, registered agent/office information, status, directors, shareholders and more.

The main role of the Company Secretary is to ensure that business satisfies statutory requirements and complies with all company laws. Failure to file an annual filing or changes relating to directors, shareholders etc. can results in severe penalties and even criminal liability for company directors. Through our UK affiliate Worldwide Corporate Advisers, CLAS can act as your Company Secretary and expertly handle all of your company secretarial matters.

Whether you are starting a new business abroad or expanding an existing business into a new market outside of the United States, it is critical to file the appropriate formation documents and other requisite paperwork to register the business with the appropriate regulating agencies in that country.

An International/Offshore Document Retrieval refers to the process of obtaining a copy of a document or documents that were previously filed with a filing office outside of the United States – such as formation documents and amendments thereto. While these documents are available for every type of registered business in the United States, some countries do not make company records available to the public. In counties where company records are available for retrieval, the copies can typically be plain or certified.

It is a requirement for all UK companies to maintain a physical address in the UK. This is the address used for mail originating from Companies House, HM Revenue and Customs, etc. Through our UK affiliate Worldwide Corporate Advisors, CLAS can provides registered office locations for overseas owners of UK businesses, or companies who would like a prestigious City of London address. If we act as your registered office, we will forward all official mail according to your specifications.

In a secured transaction, secured parties file a UCC Financing Statement in order to perfect their security interest in collateral the debtor pledged to secure the loan. The UCC filing provides public notice of the secured party’s interest in the collateral and establishes a priority of claims should the debtor default or file for bankruptcy protection.

A report of findings from the UCC and lien records of a given state filing office. Commercial banks, factors, asset-based lenders, leasing companies and others perform UCC searches to reveal existing claims against collateral an applicant has pledged. Many state filing offices administer records beyond UCCs such as Federal Tax Liens, State Tax Liens, Judgment Liens, Hospital Liens, Agricultural Liens and more.

A Fixture Filing is a lien against goods that are affixed to a piece of real property (built-in, bolted down or built around) to a degree that it is considered a part of the real estate. Fixture Filings are filed in the real estate records in the county where the collateral is located. A Fixture Filing Search is a search of the real estate records to reveal both Fixture Filings submitted on a National UCC1 Financing Statement form, and those filed as part of a mortgage or deed of trust. Lenders commonly request a Fixture Filing Search as part of a standard pre-funding search effort.

A standard part of any comprehensive due diligence search effort, a Federal and State Tax Lien and Judgment Lien search is performed at the county or local level and will reveal if any tax liens or judgment liens are filed against a specific party. Federal Tax Liens, State Tax Liens and Judgment Liens are involuntary liens that represent an outstanding financial obligation for the debtor and have priority relative to other liens based on their date or filing.

A search of the state court of general jurisdiction (e.g. Superior Court, Circuit Court, etc.) to determine if a given individual or business has been party to a suit. Lenders often perform state court searches on applicants to uncover potential credit risks. Civil and criminal index searches are available and the given name can be searched as plaintiff, defendant or both. Cases heard at a state court of general jurisdiction include those involving contract disputes, personal injury, misdemeanors/felonies, business litigation and more.

A search of the U.S. District Court, by district, to determine if a given individual or business has been party to a Federal suit. . Lenders often perform U.S. District Court searches on applicants to uncover potential credit risks. Civil and criminal index searches are available and the given name can be searched as plaintiff, defendant or both. Cases heard at the U.S. District Court include those where the United States is a party, cases involving Federal laws or U.S. constitution violations, patent/trademark cases and more.

A search of the U.S. Bankruptcy Court records, by district, to determine if a given individual or business has ever filed for bankruptcy. A standard part of a pre-funding search effort, lenders perform a Bankruptcy Search to help gauge an applicant’s outstanding financial obligations and ability to repay debts.

A Fixture Filing is a lien against goods that are affixed to a piece of real property (built-in, bolted down or built around) to a degree that it is considered a part of the real estate. Fixture Filings are filed in the real estate records in the county where the collateral is located. A Fixture Filing Search is a search of the real estate records to reveal both Fixture Filings submitted on a National UCC1 Financing Statement form, and those filed as part of a mortgage or deed of trust. Lenders commonly request a Fixture Filing Search as part of a standard pre-funding search effort.

An Ownership and Encumbrance Report (aka O&E Report) is a report of information abstracted from the public record that provides an overview as to the ownership of a specific property and any encumbrances against it. The report identifies the last record owner, provides vesting and tax assessor information and lists recorded deeds of trust/mortgages including subsequent filings and any involuntary liens that create encumbrance against the property. An O&E Report is an uninsured, informational only report often used a preliminary source of information for lenders, attorneys and real estate professionals.

A Chain of Title Report is a listing of all documents on record against a property for a specified period of time, usually 50 or 100 years. Items noted on the listing include all deeds of trust/mortgages including subsequent filings, all liens (Federal, State, County, etc.), leases, covenants, conveyances and restrictions and easements. CLAS offers an uninsured, informational only Chain of Title Report often used by escrow agents, attorneys, buyers and others to get a preliminary idea of any concerns or liabilities about a property.

A search of the real property records to locate any open mortgages relating to a specific parcel. The report contains a chronological listing of all deeds of trust/mortgages including subsequent filings such as amendments, assignments, modifications, conveyances, etc. CLAS offers an uninsured, informational only Open Mortgage Search often used by escrow agents, attorneys, buyers and others to locate unsatisfied mortgages relating to a parcel of interest.

A search of the real property records to uncover the current owner(s) of a specific piece of real property. Results will include a copy of the vesting deed and any modifications. This type of search is often requested by escrow agents, attorneys, investors and others as part of a preliminary or exploratory investigation into a property.

An environmental lien search is a critical component of a Phase I Environmental Site Assessment, which identifies existing or potential environmental contamination liabilities relating to a specific piece of real property. The search will include a copy of the current deed, a listing of any environmental liens or encumbrances and proof of ownership for the property.

A specific deed or document retrieval refers to the process of obtaining a copy of a particular document filed in the real property records. A document retrieval occurs when the client supplies CLAS with a specific document/instrument/recording number and CLAS provides a copy of that record.

You can obtain a copy of a new or historical invoice online through the CLAS InfoPro™ Workflow Management System. Invoices are housed in your InfoBox, under the Documents tab for each completed task. For help in an obtaining an invoice online, contact Training Support at (800) 952-5696 ext. 123. Or, call Customer Service at (800) 952-5696 and a Service Representative will be happy to forward you a copy.

CLAS invoices are due and payable ten days from the date of the invoice.

By Check: Please make your check payable to CLAS Information Services. Checks can be mailed to: CLAS Information Services, Accounts Payable, 1545 River Park Dr., Suite 330n Sacramento, CA 95815. When paying multiple invoices with a single check, please include a list or record of which invoices you are intending to cover so CLAS can properly apply the payment to your account. By Credit Card: Yes, CLAS accepts Visa, Master Card and American Express. To make a payment by credit card, call (800) 952-5696 and ask to speak with Accounting. Please note invoices paid by credit card will incur a convenience charge. To avoid this convenience charge, you can pay by check or contact the Accounting Department to arrange for payment via electronic ACH transfer. By Electronic ACH Transfer: You can contact the Accounting Department at (800) 952-5696 to arrange for payment via electronic ACH transfer

When making a payment, please provide a list or record of which invoices you are intending to cover so CLAS can properly apply the payment to your account. It is helpful, but not necessary to have your CLAS account number.

Yes, CLAS accepts Visa, Master Card and American Express. To make a payment by credit card, call (800) 952-5696 and ask to speak with Accounting. Please note invoices paid by credit card will incur a convenience charge. To avoid this convenience charge, you can pay by check or contact the Accounting Department to arrange for payment via electronic ACH transfer.

Checks can be mailed to: CLAS Information Services, Accounts Payable, 1545 River Park Dr., Suite 330 Sacramento, CA 95815. When paying multiple invoices with a single check, please include a listing or record of which invoices you intending to cover so CLAS can properly apply the payment to your account.

You can contact the Accounting Department at (800) 952-5696 to arrange for payment via electronic ACH transfer.

We ask that you please pay from invoices you receive along with completed service requests. When paying multiple invoices, please provide a list or record of which invoices you are intending to cover so CLAS can properly apply the payment to your account.

Your monthly statement is a comprehensive list of all outstanding invoices that were due at the time the statement was generated. Recent payments may not yet reflect on your monthly statement.

Yes, please contact Accounting at (800) 952-5696 to request to receive your monthly statement electronically.

CLAS Information Services is open from 7:30 a.m. to 5:30 p.m. Pacific, Monday through Friday.

To reach a CLAS Service Representative, call our Customer Service line at (800) 952-5696. If returning a call from a specific Service Representative, dial the toll-free number and ask for him or her by name.

To place an order by phone: Call our Customer Service line at (800) 952-5696. One of our friendly, helpful Service Representatives will collect the details of your order, discuss anticipated turn-around time and outline payment and delivery options for your request. To place an order by Email: Email the details of your order to orders@clasinfo.com. A CLAS Service Representative will contact you if any additional information is required to process your request. If no additional information is needed, you will receive an email to confirm receipt of your order. To place an order on the website: To place a new service request online through the CLAS public website, fill out our simple online order form located here. A Service Representative will contact you if additional information is needed to process your request. To place an order through CLAS InfoPro™: CLAS InfoPro™ is a secure, password protected workflow management system. Users can place and track service requests, retrieve complete results, access invoices and more. Contact CLAS at (800) 952-5696 or connect@clasinfo.com if you are interested in gaining access to CLAS InfoPro™. If you are already a CLAS InfoPro™ user, simply enter your user name and password on our home page to log in to place your order.

Yes, CLAS offers two ways to order online. To place an order on the website: To place a new service request online through the CLAS public website, fill out our simple online order form located here.  A Service Representative will contact you if additional information is needed to process your request. To place an order through CLAS InfoPro™: CLAS InfoPro™ is a secure, password protected workflow management system. Users can place and track service requests, retrieve complete results, access invoices and more. Contact CLAS at (800) 952-5696 or connect@clasinfo.com if you are interested in gaining access to CLAS InfoPro™. If you are already a CLAS InfoPro™ user, simply enter your user name and password on our home page to log in to place your order.

Yes, CLAS accepts Visa, Master Card and American Express. To make a payment by credit card, call (800) 952-5696 and ask to speak with Accounting. Please note invoices paid by credit card will incur a convenience charge. To avoid this convenience charge, you can pay by check or contact the Accounting Department to arrange for payment via electronic ACH transfer.

No, CLAS does not assign clients to a single Service Representative. Our entire pool of friendly, experienced Services Representatives are at your disposal for every service request. To reach a Service Representative, dial (800) 952-5696. You can always choose to work with a specific Service Representative by asking for him or her by name.

Yes, establishing an account with CLAS ensures that we have the information necessary to communicate with you according to your preferences, return completed projects to you and arrange for payment terms. You can easily set up an account by contacting Customer Service at (800) 952-5696 or orders@clasinfo.com.

CLAS Information Services employees are not attorneys and they cannot provide legal advice. Any suggestion or guidance offered by a CLAS Service Representative is based solely on their professional experience in the public records industry and should not be interpreted as legal advice. For legal advice, please contact an attorney.

CLAS InfoPro™ is a full-service workflow management system that allows client to place and track service requests, retrieve completed orders, access historical invoices, respond to alerts from a Service Representative and gain one-click access to the DIY Search™ and UCC eZFILE® systems. To get a user name and password for CLAS InfoPro™, simply contact Customer Service at (800) 952-5696. A Service Representative will be happy to assist you.

To reset your password, click on the “Forgot Password” link on the Home Page and input your email address when prompted. You will receive an automated email with a new temporary password. If the automated email does not arrive within 5 minutes, check your junk mail folder as email programs occasionally flag these messages as junk. Use your existing user name and the temporary password provided to log in to the system; you will be asked to select a new permanent password.

Free training is available for all CLAS Information Services online products including CLAS InfoPro™, DIY Search™ and UCC eZFILE®. To schedule a training session, please contact Training Support at (800) 952-5696 ext. 123 or by email at connect@clasinfo.com.

System demonstrations are available for all CLAS Information Services online products including CLAS InfoPro™, DIY Search™ and UCC eZFILE®. To schedule a demonstration, please contact Training Support at (800) 952-5696 ext. 123 or by email at connect@clasinfo.com.