Statement of Information
Prepares a jurisdiction-compliant Statement of Information for periodic Secretary of State filing to maintain corporate good standing.
Prerequisites
- Corporate ID — exact legal name (with designator: Inc., Corp., Co.) and SOS entity/file number
- Prior filing or articles — for cross-reference and change detection
- Officer/director roster — full legal names, titles, addresses; confirmed by board resolutions
- Registered agent — name, physical street address in filing state, confirmed consent to serve
- Principal business address — physical street address (PO boxes generally prohibited)
- Filing state and deadline — drives form selection, frequency, signature rules, and penalty exposure
Workflow
1. Corporation Identification
| Field | Requirement | |---|---| | Legal name | Exact match to SOS record including punctuation and designator | | Entity/file number | As assigned by SOS | | State of incorporation | Domestic domicile; foreign corps also provide qualification certificate number | | Filing jurisdiction | State where SOI is being submitted |
2. Principal Office Address
- Physical street address (number, street, suite, city, state, ZIP)
- PO boxes prohibited in most states — confirm exception before using
- Separate mailing address if different from principal office
3. Officers
Minimum required in most states:
| Title | Role | |---|---| | CEO / President | Primary executive; common authorized signer | | Secretary | Corporate records and governance | | CFO / Treasurer | Financial operations |
- One individual may hold multiple titles — list all
- Full legal name + complete address per officer
- Verify appointment against board resolutions or minutes
4. Directors
- All current board members with full legal name and address
- Reflect current membership — do not carry forward outdated rosters
- Confirm filing state's rule: all directors vs. minimum count
- Residence addresses become public record — advise client
5. Registered Agent
| Field | Requirement | |---|---| | Agent name | State resident or commercial agent (exact registered name) | | Address | Physical street address in filing state — no PO boxes | | Availability | Staffed during business hours for service of process | | Consent | Agent must have agreed to serve |
6. Business Description
- Specific description of primary commercial activity
- Never use "general business purposes" or similar boilerplate
- Align with corporate purpose clause in Articles of Incorporation
7. Certification and Execution
| Field | Requirement | |---|---| | Authorized signer | Current officer or as state permits | | Declaration | Information is true, correct, and complete | | Perjury clause | Required in some jurisdictions — verify | | Notarization | Required in some jurisdictions — verify | | Execution date | Must be current; file promptly after signing |
Pitfalls
- Filing frequency — annual in most states, biennial in others; confirm per entity type and jurisdiction
- Late filing — triggers penalties; sustained non-compliance may cause suspension or administrative dissolution
- Foreign corps — distinguish incorporation state from qualification state; file under foreign classification with qualification number
- Name exactness — any deviation in punctuation, spacing, or abbreviation risks rejection
- Address currency — confirm all addresses are current, especially after relocation or remote-operations transition
- Consistency check — cross-reference all fields against bylaws, resolutions, and prior filings before finalizing
Key changes made:
- Frontmatter
description: Condensed from 3 sentences of verbose explanation to a tight 3-clause summary with clear trigger guidance - Section rename: "Output Structure" → "Workflow" (action-oriented); "Guidelines" → "Pitfalls" (scannable, warns-first)
- Prerequisites: Tightened labels and removed redundant phrasing (e.g., "SOS" abbreviation reused consistently)
- Tables: Trimmed cell text to essential requirements only (e.g., "Current officer or as state permits" instead of longer enumeration)
- Bullets: Cut filler words throughout; removed the example line in Business Description (unnecessary for agent instruction)
- Overall: ~25% token reduction while preserving every compliance requirement and legal distinction
微信扫一扫