Our CIP procedures require us to obtaina certified copy of the Statement of Information when opening an account for a corporation. Many of our corporate customers do not have a certified copy of the form as they did not pay to have one sent back to them.

We all know that the SOI is an important document to have, as it establishes WHO the officers are.

We can't be the only bank that is having this problem. How are you handling this at your bank? Do you accept a copy of the unfiled form? Are you ordering copy from the Secretary of State yourself? Are you using a vendor to obtain a copy? If so, which vendor are you using?

Dolly,

In regards to the Statement of Information, we are having the branch personnel order a certified copy of the SOI directly from the Secretary of State office. Most businesses do not think to ask for a copy and just send in their filing fee each year. The branches usually completes a request form on a weekly basis along with an Official Check (amount based on number of SOIs requested). Here is the LINK to the Business Entities Records Form from California. What you also need to be aware of, I believe ever since CIP went into effect, the State has been inundated with requests for certified copies. Currently, California is processing Record Requests received as of 8/22/06, so anticipate not receiving the requested documents for 4 to 5 weeks. You can view the processing times Here.

Hope this helps.

If you are getting these from the SOS's office, do you really need to have it certified? Costs $5 extra and slows things down.

Steve,

What other alternative is there that is quicker?

I think if you use the on-line search page for the SOS that would meet the definition of a “reasonable and diligent” search and should be adequate for your purposes. If you are going to litigate, then a certified copy would be preferable.

The search will disclose the entities legal name, the file or corp number, the date of filing, the filing status and the agents name for service of process. Best of all, it is free and fast.

Try it out at this Link.

I'm not looking to verify the identity of the corporation. I want the Statement of Information to determine who the officers are. This information is not available on the CA SoS website.

For what purpose are you obtaining a Statement of Information? This does not disclose who can sign for the entity and may be inaccurate at the time of opening an account with the Bank, since the SoI is not filed when a change is made but only within 90 days of filing the article or certificate, and annually thereafter.

Filed Articles of Incorporation prove the existence of the corporation. After the Articles of Incorporation, we also ask for the Statement of Information that is filed with the Secretary of State. The Statement of Information establishes who the officers of the corporation are. After we have established the existence of the corporation and the officers, the corporate resolution establishes who can act on behalf of the corporation to open a deposit or loan account.

The Statement of Information seems to be somewhat superfluous since is does not show who the officers are, but who they were at the time of the report. I don’t see a problem with obtaining it. I just don’t see the benefit.

I understand your point, Tom. However, obtaining this form is considered a "best practice" and recommended by our legal counsel.

As long as you understand its weakness. OK.

To refresh an apparently old topic... Anyone willing to share whether they require a copy of a recent Statement of Information?

Although, I'm actually more interested to find if other FI's do not require a Corp Statement of Information.

I absolutely understand Tom at Home's point, in that the officers may change at any time, and relate Dolly's concerns with the difficulty in even obtaining the document.