Statement of Information - Corporate Filing Document

Purpose and Scope

You are tasked with preparing a Statement of Information, a mandatory corporate compliance document that serves as the official public record of a corporation's current management structure, business location, and operational details. This document must be filed periodically with the Secretary of State to maintain the corporation's good standing and legal authority to conduct business. The information you provide will be relied upon by government agencies, creditors, potential business partners, and the public for official communications and legal service of process. Accuracy and completeness are paramount, as false or misleading statements may result in penalties, administrative sanctions, or corporate suspension.

Before beginning the drafting process, search through any uploaded corporate documents, prior filings, articles of incorporation, bylaws, board resolutions, and organizational records to gather accurate and current information about the corporation's structure and personnel. Extract specific details including the exact legal name as registered with the state, the corporate identification number, current officer and director information with their complete addresses, the registered agent designation, and the principal business address. Cross-reference multiple documents to ensure consistency and identify any recent changes in corporate structure or personnel that must be reflected in this filing.

Jurisdictional Requirements and Filing Context

Identify the specific state where this Statement of Information is being filed, as content requirements, formatting standards, and filing frequencies vary significantly by jurisdiction. Some states require annual filings while others mandate biennial submissions, and certain jurisdictions have specific forms or online portals that dictate the structure and format of the information provided. Determine the applicable filing deadline with precision, noting that late filings typically incur monetary penalties and may trigger suspension of the corporation's powers to conduct business or even administrative dissolution proceedings. If the corporation is a foreign entity qualified to do business in this state, ensure that the statement clearly distinguishes between the state of incorporation and the state of qualification.

Verify whether the filing state requires specific attestations, notarization, or particular signature formats. Some jurisdictions mandate that statements be signed under penalty of perjury, while others require acknowledgment before a notary public. Understanding these jurisdictional nuances ensures that the completed statement will be accepted for filing without rejection or requests for correction that could delay compliance and result in penalties.

Corporation Identification and Legal Status

Document the corporation's complete legal name exactly as it appears in the Articles of Incorporation and all current records maintained by the Secretary of State, including any required corporate designators such as "Inc.," "Incorporated," "Corp.," "Corporation," or "Co." Even minor variations in punctuation, spacing, or abbreviation can cause filing rejections or create discrepancies in the public record. Include the entity file number, corporate identification number, or similar unique identifier assigned by the filing state's Secretary of State office, as this number serves as the primary reference for tracking the corporation's compliance history and linking all filed documents.

Specify the state or jurisdiction of incorporation, which establishes the corporation's legal domicile and governing law. If this Statement of Information is being filed in a state other than the state of incorporation, clearly indicate that the corporation is qualified to do business as a foreign corporation in the filing state and provide any foreign qualification number or certificate number issued by that state. This distinction is critical for proper classification and ensures that the filing is processed under the correct regulatory framework.

Principal Business Address and Contact Information

Provide the complete street address of the corporation's principal executive office, which is the primary location where the corporation conducts its business operations, maintains its corporate records, and where executive management is physically located. This must be a physical street address with sufficient detail to enable correspondence and physical location, including street number, street name, suite or unit number if applicable, city, state, and ZIP code. Post office boxes are generally not acceptable as principal office addresses unless specifically permitted by state law, as the principal office address serves as a point of contact for official communications and potential service of process.

If the corporation maintains a separate mailing address for receiving official correspondence, business communications, or notices from the Secretary of State, provide that complete mailing address as well. Ensure that both the principal office address and any designated mailing address are current and that mail or communications sent to these locations will be received and processed by appropriate corporate personnel in a timely manner. Consider whether any recent office relocations, changes in business operations, or shifts to remote work arrangements necessitate updates to the addresses on file.

Board of Directors Composition and Information

Compile a comprehensive and current list of all individuals serving on the corporation's board of directors as of the date of this filing. For each director, provide their full legal name as it appears on official identification documents, avoiding nicknames or informal name variations. Include each director's complete business address or, if they prefer and state law permits, their residence address. The address must include street number and name, any suite or apartment number, city, state, and ZIP code to enable correspondence and official communications.

When directors use their residence addresses for this public filing, ensure they have been informed that this information will become part of the public record and have consented to this disclosure. If the board composition has changed recently due to resignations, appointments, or elections, verify that the list reflects the current board membership rather than outdated information from prior filings. Some states require disclosure of all directors while others may only require a minimum number or specific officer-directors, so confirm the applicable requirements for the filing jurisdiction.

Corporate Officers and Executive Leadership

Identify and provide detailed information for the corporation's principal officers who hold statutory positions required by state corporate law. At minimum, most states require disclosure of the Chief Executive Officer or President, the Secretary, and the Chief Financial Officer or Treasurer, though specific title requirements and permissible variations differ by jurisdiction. For each officer position, provide the individual's full legal name and complete business or residence address with the same level of detail required for directors.

The Chief Executive Officer or President typically serves as the corporation's highest-ranking executive with primary responsibility for strategic direction, operational management, and execution of board policies. The Secretary maintains corporate records, manages corporate governance documentation, prepares minutes of board and shareholder meetings, and ensures compliance with procedural requirements. The Chief Financial Officer or Treasurer oversees financial operations, accounting, financial reporting, and treasury management. If one individual holds multiple officer positions concurrently, clearly indicate this dual or multiple role assignment and provide their information once with notation of all positions held. Verify that the individuals listed as officers have been properly appointed or elected according to the corporation's bylaws and that their appointments are documented in corporate resolutions or minutes.

Registered Agent Designation and Service Address

Designate the registered agent who is authorized and obligated to receive service of process, legal notices, and official communications on behalf of the corporation within the filing state. The registered agent may be an individual resident of the state or a commercial registered agent service company authorized to conduct business in the state. Provide the agent's complete legal name, and if the agent is a company, use the exact business name under which the registered agent service is registered with the state.

The registered agent must maintain a physical street address within the filing state where service of process and official notices can be delivered during regular business hours. This address must be a street location, not a post office box, as personal service of legal documents requires physical delivery to a specific location. Include the complete street address with street number, street name, any suite or office number, city, state, and ZIP code. Before listing an individual or company as the registered agent, confirm that they have explicitly agreed to serve in this capacity and that they understand the responsibilities and legal significance of accepting service on behalf of the corporation. Verify that the address provided is current, that the location is staffed during normal business hours, and that procedures are in place to ensure that any documents received are promptly forwarded to appropriate corporate personnel.

Nature and Description of Business Activities

Describe the corporation's primary business activities, the nature of the services or products the corporation provides to customers or clients, and the general industry or commercial sector in which the corporation operates. This description should be sufficiently specific to inform government agencies, potential creditors, business partners, and the public about the corporation's commercial purpose and operational focus, while remaining broad enough to encompass the full range of the corporation's actual and reasonably anticipated business activities.

The business description should align with and not contradict the corporate purposes stated in the Articles of Incorporation, though it may be more detailed, contemporary, and reflective of how the business has evolved since incorporation. Use clear, plain language that accurately conveys the corporation's industry classification and commercial activities without unnecessary jargon or overly technical terminology. For example, rather than stating "general business purposes," provide a meaningful description such as "software development and technology consulting services for healthcare providers" or "wholesale distribution of industrial equipment and supplies to manufacturing facilities." If the corporation engages in multiple distinct lines of business, consider whether all significant activities should be mentioned to provide a complete picture of the corporation's operations.

Certification, Execution, and Verification

The Statement of Information must include a formal declaration or certification affirming that the individual signing the document has examined the statement and that, to the best of their knowledge, information, and belief, all information provided is true, correct, and complete. This certification carries significant legal weight and potential consequences, as knowingly providing false information in a document filed with the Secretary of State may constitute a criminal offense and can result in penalties, fines, or other sanctions against both the corporation and the individual who signed the statement.

The document must be executed by an individual with proper authority to bind the corporation and certify the accuracy of corporate information. Typically, this will be a current corporate officer such as the President, Chief Executive Officer, Secretary, or Chief Financial Officer, though some states may permit execution by a director or, in limited circumstances during the initial formation period, by an incorporator. Provide the signer's full printed or typed name exactly as they will sign, their official title or position within the corporation, and the date of execution. Ensure that the signature date is current and that the statement will be filed promptly after execution to maintain the accuracy and currency of the information provided, as significant delays between signing and filing may render the information outdated or inaccurate.

Before finalizing the document, conduct a thorough review to verify that all required fields are completed, that all names and addresses are accurate and consistent with corporate records, that the information reflects the current state of the corporation rather than outdated details from prior filings, and that the document complies with all formatting and content requirements of the filing jurisdiction. Cross-reference the information against corporate bylaws, recent board resolutions, prior filings, and other authoritative corporate documents to ensure accuracy and consistency across all official records.