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How do get a copy of a company's articles of incorporation?

New Brunswick, NJ |

My friend and i incorporated a company 6 months ago and due to a spat and one that i have to work with but he doesn't want to work it out. Since we were friends 6 months ago i didn't ask him to show me the articles of incorporation but I want have a feeling he put himself as owner of the entire company and just told me verbally that i also own a part. I want to see if he put me down on the articles of incorporation or not.

1. Will getting the articles of incorporation tell me if i am a director of the company?
2. Will it tell me how many shares i have?
3. Is there anyway he will find out i requested a copy from somewhere?

The company was incorporated in Delaware.

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Attorney answers 3

Best Answer
Posted

The following is from the State of New Jersey, Department of Treasury Website:
You may obtain photocopies of corporate and business entity documents that are part of the Public Record. This includes original and amended articles of incorporation as well as registered agent/office changes. You may request copies of all of the documents on file for the entity or specify the type of documents, such as mergers or articles of incorporation. Many records are now available online. Click here to access our online service.

The fee is $0.10 per page. The copies may be certified for an additional fee of $25.00 per document, while LLC's are $50.00 per document. If the Office searches for a record and there is no corresponding entity a No Record Certificate will be provided. The fee for the No Record Certificate is $25.00 per entity name searched and $50.00 for LLC's. You may avoid this fee by browsing entity names for free and providing the office with the New Jersey 10-digit Id number of the entity.

Because the cost cannot be determined when making the request, payment is usually by credit card, depository account or by check with the designation "not to exceed..." with an amount provided.

NJ Division of Revenue
Records Unit
PO Box 450
Trenton, NJ 08646
Division of Revenue
Records Unit
33 West State Street, 5th Fl.
Trenton, NJ 08608 (609) 984-6855

I hope that helps

The previous information is solely for informational purposes only. If you have further questions, please contact an attorney in your area for more specific answers. Responding to your question in no way creates an attorney/client relationship, and none of the specific guarantees of privacy exist. If you have found this information helpful, kindly check the "helpful" box.

Asker

Posted

Thanks. It's entirely my fault. I should have mentioned this before, the company is incorporated in Delaware.

Stuart M Nachbar

Stuart M Nachbar

Posted

I am sure that Delaware has something similar.

Asker

Posted

Thanks. And you are certain he won't find out i requested it?

Stuart M Nachbar

Stuart M Nachbar

Posted

You should ask the State of Delaware if they give notice to the filing party, but I do not think they do.

Martin L Bearg

Martin L Bearg

Posted

It is very unusual to indicate who the shareholders or partners of an entity are and how many shares or units they own. The Certificate of Incorporation for a corporation indicates who the registered agent is, where the registered office is located and who are the initial board of trustees. A Certificate of Formation for a partnership or LLC indicates who the registered agent is, where the registered office is located and who is the manager of the company or general partner of the partnership. What percentage ownership you have in a company can only be determined in you shareholder/partnership agreement or from the company's minute book. Otherwise, the information Stuart indicated is correct..

Posted

The answer(s) to your questions will vary from State to State, and you need to contact an attorney in the State where the corporation was formed to verify answers.

In Illinois where I practice, you can get a copy of the Articles of Incorporation from the Secretary of State - Business Services Division. There will be a small charge for a copy, and the charge will be more if you want it certified.

Sometimes Directors are listed on the Articles of Incorporation, and sometimes not. In Illinois, listing the members of the first Board is an option but in other states it is not part of the form at all.

So getting a copy of the Articles may very well not tell you if you were a director when the company was formed, and won't tell you if you have since been either added or removed.

Stockholders are not listed on the Articles, nor does the state want to have this information. If they did, can you imagine the filing problems publicly traded corporations would have keeping the State up-to-date?

You request to the Secretary of State will not be made known to the company or any of its officers.

If you are a shareholder, it is likely (ask an attorney from State of Incorporation) that you are entitled to examine the records of the corporation, including meeting minutes, shareholder lists and so forth. There may even be penalties for refusing to show you these records. If you pursue this route you will have your answers, but the other shareholder will also know you're asking.

Good luck.

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Posted

Contact the Deleware Secretary of State. The articles and annual report are public records and are available for a modest fee. They wil contain the answers you seek.