In the US, where would corporation documents be physically stored?
October 27, 2019 10:43 PM   Subscribe

Let's say a character in a story, pre-internet era, is investigating an anonymous corporation like an LLC that owns a real estate property. Where would Articles of Incorporation or the like be physically stored?

Would it make sense, for example, that records for a real estate property would be stored in a city's City Hall; that the property would be owned by something anonymous like an LLC; and that Articles of Incorporation would be filed with a state's Secretary of State office, in a different city?

The setting for this story is a pulpy version of a neo-noir American city, modern day but with a twist (for example, no internet) -- so while the details should be plausible, they don't need to be precisely realistic and perfectly exact.
posted by lewedswiver to Law & Government (9 answers total) 1 user marked this as a favorite
 
They're filed with the state the corporation is registered in. You can look them up there and the info required varies by state. Wikipedia had a fairly good explanation.
posted by fshgrl at 12:46 AM on October 28, 2019 [1 favorite]


They’re filed with the state’s Secretary of State.
posted by orrnyereg at 1:15 AM on October 28, 2019


They could also literally be stored in a mountain, or underground -- some abandoned salt mines are used to store documents for the U. S. government or private companies. Also films. See here or here.
posted by Hypatia at 6:05 AM on October 28, 2019


A copy of the docs (along with the corporate seal) would probably be sitting in the owner/proprietor's safe or (if the place was pretty lax) rattling around in the bottom drawer of a desk.
posted by jquinby at 6:46 AM on October 28, 2019 [1 favorite]


IANAL, but I'm speaking from direct experience here; I'm a legal assistant and my job partially involves Articles of Incorporation, and some of ours pre-date the Internet.

It's worth noting that a corporation would have Articles of Incorporation and those would be in what I'm about to describe; an LLC would have Articles of Organization, and minute books are usually not kept.

For a corporation – back then, they were typed out on a form from the Secretary of State's office and sent to them with a SASE, so you'd get a file-stamped copy back. The copy you got back went into something called a "minute book", which was sort of a faux red-leather binder that featured two-hole punches on the lefthand side. They'd usually be in the first tab of the book, marked 'Incorporation' -- the other tabs are usually include 'Bylaws', 'Minutes', and 'Certificates.' Presumably the original is kept at the Secretary of State's office in the city capital, and based on what they did with court records, I'd make an educated guess that they likely put them on microfiche. Any other state would likely have similar practices but the government bureau responsible might differ.

Who kept that minute book? Most people seem to keep that with the corporation's lawyer's law office. A few keep it themselves, but that is a statistically less frequent choice.

If it was an LLC (limited liability company), then usually only Articles of Organization from their founding are kept.

In both cases, an annual report is usually filed yearly with the responsible government bureau to keep the company "in good standing."
posted by WCityMike at 7:25 AM on October 28, 2019 [1 favorite]


Please also note that that the limited liability company specifically is a business structure that is of rather recent vintage. Depending on when your story is set, they might not exist at all (they were first created in Wyoming 1977), and they didn't become popular until the 1990s, when other states started permitting them. I think there's a good chance, then, that to avoid anachronism, you may want to invoke a different business structure.
posted by Conrad Cornelius o'Donald o'Dell at 8:11 AM on October 28, 2019 [1 favorite]


Some documents could have been kept in a bank deposit box.
posted by Candleman at 8:27 AM on October 28, 2019


Depending on the size of the company (and please do see Conrad's note above), copies of the documents related to its creation would be kept by a corporate secretary or by the company's lawyers.

Every state has its own procedures for registering interests in real estate. While the records are now often online, the agency or organization responsible for maintaining the records is usually the same--so google for your state + mortgage records or similar, and you should find the entity responsible, and where they're located.
posted by praemunire at 8:55 AM on October 28, 2019


Slightly off-target but you find it helpful to hear about how the folks at Planet Money went the through the process of setting up an off-shore corporation and what the found behind the scenes then they investigated.
posted by metahawk at 4:36 PM on October 28, 2019


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