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Secretary of State (SOS) filing

When a company does business in a state, it’s required to register with state agencies — typically the state’s Secretary of State. The process through which a company files information and documents to register as a business in that state is known as a Secretary of State (SOS) filing.

Importantly, a company may be required to register in a state even if it’s headquartered in a different jurisdiction. This is the case if:

  • Any of the company’s employees work in the state

  • A significant amount of the company’s revenue originates in the state

  • The company has many in-person business meetings in the state

  • The company has a physical presence (office, satellite office) in the state

Frequently asked questions

A Secretary of State is an official government title and office that is part of the governments of individual US states. The Secretary of State is usually responsible for filing and maintaining important state records, including business registrations. In Massachusetts, Pennsylvania, and Virginia, the office is called Secretary of the Commonwealth.

Depending on the state, the Secretary of State can either be elected or appointed. 

47 US states have a Secretary of State, as do Puerto Rico and some other US Territories. The only states that do not are Alaska, Hawaii, and Utah. In those states, the duties typically performed by a Secretary of State fall instead to the state’s lieutenant governor.

The information required for an SOS filing can vary from state to state. Typically they include a company’s:

  • Business name

  • Business location

  • Ownership and management structure

  • Registered agency information

Registration typically includes standard business documents, including the business’s:

  • Articles of organization

  • Articles of incorporation

  • Articles of amendment

  • Articles of dissolution

  • LLC operating agreement

  • Certificate of limited partnership

  • Limited partnership agreement

  • Certificate of limited liability partnership

  • Limited liability partnership agreement

  • Bylaws or resolutions

  • Annual reports

  • Statements of information

SOS filings will also contain information about any business liens that have been filed against an organization in the state.

Secretary of State filings contain significant information about a company. A business conducting KYB can use this information to assess that company’s legitimacy and gauge the risks associated with doing business with it. 

This is especially important for businesses that conduct KYB as a part of a broader Anti-Money Laundering (AML) framework. In this context, conducting thorough SOS filing checks can help you understand:

  • Which state(s) a business is registered in, if any

  • Whether a business registration is active or lapsed

  • Whether the business has any liens filed against it

  • Who the business’s registered ultimate beneficial owners are

  • The business’s corporate structure