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 This guide includes both free resources and resources available only to the UC or UC Law School community.
Please contact any of our UC Law Librarians if you need assistance in finding or using any of the resources in the guide.
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.
If you are having trouble locating company information consider:
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:
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:
To search for companies that have registered in other states:
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:
Like individuals, corporations can control several types of assets that are of interest to a researcher, including:
To search for property ownership information in Hamilton County:
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:
To search for property ownership information in other counties and states:
To search for Trademarks or Servicemarks registered in Ohio:
To search for trademarks registered by a company with the U.S. Patent & Trademark Office:
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.
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.
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:
To search for UCC filings in Hamilton County:
You can further restrict your search by:
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.
Key EDGAR Filings:
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):
To search for filings by Form Type (Most Recent 4 Years):
"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:
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.
Other resources for locating legal forms include:
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.
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):
When to Use: Ideal method for longer research sessions lasting up to 4 hours. You can login to the VPN, or install a client on your device. Preferred login for UC. Login using your 6+2 and Central Login password.
VPN Software Installation for Access
Setup instructions for downloading and installing the VPN software
(we've had reports that the manual installation instructions are more reliable, especially for Macs.):
Once installed, you start the SSL VPN client from your computer/device and then launch your browser and begin your research.
When to Use: Ideal for research sessions that require quick and easy access.
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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.