Statement of Information
Drafts a U.S. Statement of Information for periodic Secretary of State filing. Validates corporate name, officers, directors, registered agent, and addresses against source records. Triggers on annual/biennial compliance filings, officer or address updates, or good-standing maintenance tasks.
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- Reflect current membership — do not carry forward outdated rosters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
No additional documents ship with this skill.
Related Skills
Amended and Restated Certificate of Incorporation (DE)
Drafts a Delaware Amended and Restated Certificate of Incorporation implementing VC term sheet economics and governance into DGCL-compliant charter p…
Amended and Restated Certificate of Incorporation (Delaware)
Drafts filing-ready Delaware Amended and Restated Certificates of Incorporation for venture-financing rounds. Converts term-sheet economics and gover…
Notice of Annual Shareholders Meeting
Drafts legally compliant Notice of Annual Shareholders Meeting for US corporations, covering state-specific notice periods, record dates, quorum and …
Articles of Dissolution
Drafts Articles of Dissolution (Certificate of Dissolution) for U.S. corporations to terminate legal existence via state filing. Reviews articles of …
Articles of Incorporation
Drafts jurisdiction-compliant U.S. Articles of Incorporation for corporate entity formation. Analyzes formation documents, term sheets, and cap table…