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Transactional Law Research Guide

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Overview

This guide provides a general overview of materials that may be helpful for a transactional practitioner. It covers local, state and federal resources available for locating general business filings, UCC filings, SEC filings, property records, online forms and form books.  This guide can be used by students, faculty members, lawyers, and the general public.

Please contact any of our UC Law Librarians if you need assistance in finding or using any of the resources in the guide.

Further Assistance
Reference Desk
513-556-8078

About the Author

Shannon KemenShannon Kemen
Reference Librarian
Robert S. Marx Law Library
Office 310(F)
shannon.kemen.uc.edu
v: (513) 556-6407
f: (513) 556-6265

Shannon Kemen serves as a Reference Librarian at the University of Cincinnati Robert S. Marx Law Library. She is responsible for providing reference and research assistance to all library patrons. In addition to her reference duties, Ms. Kemen co-teaches Technology in Law Practice. She is a member of various professional associations both regionally and nationally.  Ms. Kemen has published numerous articles and frequently lectures on legal research topics. Prior to joining the library faculty at the University of Cincinnati, Ms. Kemen was a Reference and Electronic Services librarian at Keating Muething & Klekamp, PLL.

Name Search

About

Corporations are required to file certain documents with the Secretary of State where they are incorporated, such as the company's articles of incorporation and corporate charter. These filings are similar to SEC filings, but they are generally far less informative.

In addition corporations, partnerships, and people doing businesses under a name other than their own are generally required to register with the Secretary of State or Division of Corporations for any state in which they do business.

Research Tips

If you are having trouble locating company information consider:

  • Calling the Secretary of State or Division of Corporations directly.
     
  • Looking up the company in another state in which they do business.

Ohio Business Name Search

The Ohio Secretary of State Business Search database maintains records for Profit Corporations, Non-Profit Corporations, Professional Associations, Foreign Corporations, Foreign Name Registrations, Business Trusts, Real Estate Trusts, Churches, Fictitious Names, Trade Names, Limited Liability Companies,Limited Liability Partnerships, Limited Partnerships, Trade Marks, Service Marks, Marks of Ownership, and Name Reservations. 

NOTE: A “Doing Business As” or a “DBA” is not a filing recognized by the Ohio Secretary of State.  However, a company can file a trade name registration or report the use of a fictitious name with the Ohio Secretary of State, which would be similar to a “DBA.”  To search for "Doing Business As" documents go to the Hamilton County Recorder's site: http://recordersoffice.hamilton-co.org/hcro-pdi/PartnershipSearchView.jsp.

To search for companies that have registered with the Ohio Secretary of State:

  1. Go to http://www5.sos.state.oh.us/ords/f?p=100:1:0::NO.
  2. Enter the company name, registration number, agent/contact name, prior business name or church name and select Search.
  3. To view company filings click on the Entity Number for your company.
  4. On the Corporation Details page, scroll down to Filing Type then click on the Document Number/Image for the filing you want to view.

Search Tips:

  • Leave out punctuation marks, symbols (such as the ampersand &) and entity designations such as "INC", "LIMITED", and "ASSOCIATION".
  • Use the wild card (%) in order to find variations in tenses or plurals.
  • If two of the words in the name can be used as a single word, you should conduct two (2) searches entering the name as two words and as one word to ensure the name doesn't already exist.
  • For additional tips, see http://www.sos.state.oh.us/SOS/Businesses/businessServices/SearchTips.aspx.

Delaware Division of Corporations Name Search

Many corporations choose to incorporate in Delaware for favorable tax treatment and the expertise of the Delaware Courts with respect to business claims.

To search for companies that have registered with the Delaware Division of Corporations:

  1. Go to https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx.
  2. Enter the company name or registration number and select Search.
  3. Under Entity Name click on the name of your company.

Other States Company Name Search

To search for companies that have registered in other states:

  1. Go to http://www.brbpub.com/.
  2. Select your State.
  3. Under Additional State Resources, select your state's Secretary of State or Division of Corporations.

Hamilton County Doing Business As (DBA) Search

True Business Partnership records are located at the Ohio Secretary of State's office.

The documents at the Recorder's Office that are sometimes referred to as "Business Partnership" records are actually "Doing Business As" (DBA) documents.

To search for "Doing Business As" documents:

  1. Go to http://recordersoffice.hamilton-co.org/hcro-pdi/index.jsp.
  2. Under Other Searches, select Partnership Names.
  3. Search by Name and select Go.
  4. Select the documents you want to view and select Go.
  5. Under Document Detail, the Partnership Name field will contain the "Doing Business As" name and the actual name of the company.

Assets

About

Like individuals, corporations can control several types of assets that are of interest to a researcher, including:

  • Real Property 
  • Personal Property
  • Intellectual Property
  • Financial Assets

Research Tips

Types of Intellectual Property:
  • Trademark: a word, phrase, symbol, and/or design that identifies and distinguishes the source of the goods of one party from those of others. 
     
  • Service mark: a word, phrase, symbol, and/or design that identifies and distinguishes the source of a service rather than goods. (The term “trademark” is often used to refer to both trademarks and service marks.)
     
  • Patent: a limited duration property right relating to an invention, granted by the United States Patent and Trademark Office in exchange for public disclosure of the invention.
     
  • Copyright: protects works of authorship, such as writings, music, and works of art that have been tangibly expressed.

Hamilton County Auditor Property Search

To search for property ownership information in Hamilton County:

  1. Go to http://www.hamiltoncountyauditor.org/.
  2. Select Proprty Search.
  3. Search by parcel ID, owner, street address or sales.
  4. Note the current owner as well as the seller, transfer date, subdivision and lot number or section, town and range or condo name to use in future searches. 

Hamilton County Deeds & Mortgages

To find a deed or legal description in the Recorder's Office you need to first obtain preliminary information from the Auditor's Office.  Most of the information for transfers can be obtained from the Auditor's website: http://www.hamiltoncountyauditor.org/.

Make sure to obtain the current owner as well as the seller, transfer date, subdivision and lot number or section, town and range or condo name to use in your search.  

NOTE: The electronic database of images contains documents going back to 1988. 

To search for recorded deeds or mortgages in Hamilton County:

  1. Go to http://recordersoffice.hamilton-co.org/helpful_information/terms_of_use.html.
  2. Search by subdivision, section, military survey, condo, individual name, corporate name, or the Auditor's book, page and parcel number. 

Other Counties & States Property Search

To search for property ownership information in other counties and states:

  1. Go to http://www.brbpub.com/.
  2. Select your State.
  3. Under Additional State Resources, select your County's Auditor or Property Value Assessor.

Ohio Trade Mark & Service Mark Search

To search for Trademarks or Servicemarks registered in Ohio:

  1. Go to http://www5.sos.state.oh.us/ords/f?p=100:3:0::NO.
  2. Search by Mark Number, Mark Description, or Applicant Name.
  3. To view company filings click on the Entity Number for your company.
  4. On the Trade Mark/Service Mark Details page, scroll down to Filing Type then click on the Document Number/Image for the filing you want to view.

Trademark Electronic Search System (TESS)

To search for trademarks registered by a company with the U.S. Patent & Trademark Office:

  1. Go to http://www.uspto.gov/
  2. Under Trademarks select Trademark Search.
  3. Select Basic Word Mark Search (New User).
  4. Search by word marks, serial or registration number, and owner.

UCC Filings

UCC Filings

 

UCC

UCC filings can be a good way to learn about a company's ownership of business assets.  The filings generally show a business loan (often for new equipment or property) where the the debtor has placed certain assets (often machinery) to be used as collateral for the loan.   

In order to claim an interest in collateral used for a loan (and to have the claim indexed for public notice), financing statements must be filed with the UCC Section of the Secretary of State’s office, and/or with a county recorder’s office, whichever is appropriate. Lenders protect their rights to collateral offered in a loan transaction by filing UCC statements with the Secretary of State’s office.

Article 9 requires the place to file for most collateral allocations is the place of the debtor’s location. If the debtor is a “registered organization,” then the financing statement is filed centrally in the state where the debtor is legally registered and organized. If the debtor is an individual, the financing statement must be filed centrally in the state of the debtor’s legal residence.

All real estate-related transactions are “perfected” by filing in the office where a mortgage on the real estate would be indexed or recorded.

Research Tips

Before July 2001, UCC documents were recorded at either a local recording office or a state agency. 

Under Revised Article 9, UCC documents filed after July 2001 must be filed and recorded at the state agency level.  However, there is an exception for UCC filings that had been filed locally prior to July 2001.  Those filings can be renewed or extended at the local recording office. 

To conduct a thorough search for UCC documents it is important to check at both the state agency level and the local recording office level.

Ohio UCC Filings

The Uniform Commercial Code database is a collection of files that record secured loan filings submitted to, and approved by, the Ohio Secretary of State. Lenders (or secured parties) submit filings to the Ohio Secretary of State to record their interest in collateral when borrowers (or debtors) initiate loans from them. Subsequent filings are submitted to keep the debtor, secured party and collateral information current. These filings are recorded and maintained in accordance with the Ohio Revised Code.

To search for Ohio UCC filings:

  1. Go to http://www5.sos.state.oh.us/ords/f?p=100:5:0::NO.
  2. Enter the financing statement number, debtor name or secured party name and select Search.
  3. To view company filings click on the File Number for your company.
  4. On the UCC Details page, scroll down to Filing Type then click on the Document Number/Image for the filing you want to view.

Hamilton County UCC Filings

To search for UCC filings in Hamilton County:

  1. Go to http://recordersoffice.hamilton-co.org/helpful_information/terms_of_use.html.
  2. Select Unregistered Land.
  3. Search by Individual Name or Corporation Name.

Search Tips:

You can further restrict your search by:

  • Selecting UCC Debtor
  • Selecting Document Type (Ex. FS = Financing Statement)

Other Counties & States UCC Search

To search for UCC filings in other counties and states:

  1. Go to http://www.brbpub.com/.
  2. Select your State.
  3. Under Additional State Resources, select your State's UCC Search or search by County.

Securities

Securities

The mission of the U.S. Securities and Exchange Commission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.

All public companies, foreign and domestic, are required to file registration statements, periodic reports, and other forms electronically through the SEC's EDGAR database.

Research Tips

 Key EDGAR Filings:

U.S. Securities & Exchange Commission EDGAR Search

The SEC’s EDGAR database provides free public access to corporate information, allowing you to quickly research a company’s financial information and operations by reviewing registration statements, prospectuses and periodic reports.

To search for filings by Company (1994-present):

  1. Go to http://www.sec.gov/edgar/searchedgar/companysearch.html.
  2. Search by Company Name, CIK, Ticker Symbol, File Number, State, Country or SIC.

To search for filings by Form Type (Most Recent 4 Years):

  1. Go to http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp.
  2. Select Advanced Search.
  3. Enter your search terms in Search for Text.
  4. Select Form Type.
  5. Select Search.

Ohio Division of Securitites Exemption, Registration, Notice, Interactive Electronic (ERNIE) Database

"Blue Sky Laws" refers to state securities regulation statutes. These laws can be found in each state's codified statutes, administrative codes and case law.

In Ohio, the law requires a filing with the Ohio Division of Securities for the initial sale of most securities in the state.  There are three categories of these filings: exemption, registration and notice filings. However, not all sales of securities in Ohio require a filing, and it is possible to comply with the Ohio Securities Act without submitting a filing to the Division.

NOTE: Under Ohio law, Division records are retained for a period of eight years and are then destroyed. Therefore, ERNIE goes back only eight years.

To search for Offerings in the state of Ohio:

  1. Go to https://www.comapps.ohio.gov/secu/secu_apps/offering/offering.aspx.
  2. Search by File Number, Offering Name, Type, or Date.
  3. From the results set, click on Print Certificate for your selected filing. The certificate will contain the most current description information regarding the registration itself and the funds that have been received for same.
  4. To verify all funds received by the division for your filing click on View Payment.

Form Books

About

Rather than originally drafting documents,  you can consult sample form materials.  Transactional form books are designed for specific legal transactions such as contracts, leases, wills, and deeds. These formbooks may also include explanations, checklists and annotations to primary and secondary sources. 

Some jurisdictions have prescribed official forms, so consult a jurisdiction's practice guides and forms before using general guides and forms.  As with all legal publications, be sure to check the date and recent supplements or pocket parts, as the law or court rules may have changed since publication.

Research Tips

Other resources for locating legal forms include:

  • Law Reviews: Articles may contain sample forms.
     
  • Case Files & Dockets: Pleadings filed with the court vary in quality, so use with caution. See Lexis Ohio State Briefs and Motions, Ohio State Pleadings and Westlaw Ohio Civil Trial Court Filings (OH-FILING), Ohio State and Federal Civil Trial Court Filings (OH-FILING-ALL).
      
  • Statutes: Statutes may contain sample forms.

Form Books

Online Forms

About

Much like form books, online forms allow you to avoid spending time drafting original documents.  In addition to the language and formatting, sample online form materials are often able to be downloaded or copied and pasted into a new document saving you additional time. 

Research Tips

Additional Resources for Forms/Templates:

EDGAR Templates

Business contracts are often attached to SEC filings as Exhibits. For example, Exhibit 10: Material Contracts include executive employment agreeements, real estate agreements, property agreements, and other agreements that can be helpful to use when drafting your own contracts.

To search for Exhibit 10: Material Contracts (Most Recent 4 Years):

  1. Go to http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp.
  2. Select Advanced Search.
  3. Enter EX10 in Search for Text.
  4. Select Search.

Search Tip:

  • To locate Material Contracts for a particular industry, add a Standard Industry Classification restriction to your search.

Lexis Advance Forms

NOTE: These resources are only available to UC Law students and faculty.

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