Reference
Glossary
The vocabulary of business filings in plain English. State filing offices use different names for the same document and the same name for different documents; these are the meanings every page on this site uses. Each term has its own page - and terms in the text of any page carry a dotted underline that leads there.
Annual reportThe recurring filing most states require to keep an entity's record current - officers, addresses, registered agent.Full entry →ApostilleAn international certification attached to a state document (like a certificate of good standing) so other countries accept it under the Hague Convention.Full entry →Articles of incorporationThe document filed with the state to create a corporation.Full entry →Articles of organizationThe document filed with the state to create an LLC - the LLC equivalent of articles of incorporation.Full entry →Certificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Full entry →Certificate of good standingThe state-issued document proving an entity exists and is current on its filings.Full entry →Certified copyA copy of a filed document that the state certifies as true and complete, with an official seal or certification page.Full entry →DBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Full entry →Domestic / foreignRelative to one state's records: an entity is domestic in the state that formed it and foreign everywhere else it registers to do business.Full entry →E-pay surchargeA percentage or flat amount the state adds for paying online or by card - commonly 2 to 5 percent, sometimes a flat portal fee.Full entry →Effective remittanceWhat actually leaves the bank to the state for a filing: the statutory fee plus any e-pay surcharge and any components the state bundles into the transaction.Full entry →Entity typesLLC (limited liability company), corporation (for-profit; 'profit corporation' in some states' vocabulary), nonprofit corporation, LP (limited partnership), LLP (limited liability partnership), LLLP (limited liability limited partnership),Full entry →ExpeditePaying the state to process a filing faster than its standard queue - same-day, 24-hour, even 2-hour tiers in some states.Full entry →Filing officeThe agency that keeps the business register.Full entry →FormationCreating the entity: articles of organization (LLC), articles or certificate of incorporation (corporation), certificate of limited partnership (LP).Full entry →Franchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Full entry →Good standingThe state's verdict that an entity exists and is current on required filings and fees.Full entry →Name reservationHolding an entity name with the state before forming - typically 30 to 120 days for a small fee, renewable in some states.Full entry →Publication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Full entry →Registered agentThe person or company an entity must continuously maintain in a state to receive service of process and official mail.Full entry →ReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Full entry →Review gateThis site's publication rule. Records climb unreviewed, then provisionally reviewed, then verified; public pages cite only verified records.Full entry →Revocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Full entry →Service of processFormal delivery of lawsuits and legal notices.Full entry →SOSSecretary of State - the default filing office in most states, and shorthand throughout this site for whichever agency keeps the business register.Full entry →Statutory feeThe fee the statute or the agency's adopted fee schedule sets for a filing - the state's own number, before e-pay surcharges, bundled components, expedites, or anyone's service markup.Full entry →UCCThe Uniform Commercial Code - the law behind lien filings (UCC-1 financing statements) that lenders record against a debtor's assets, usually filed at the same office that keeps the business register.Full entry →
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