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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  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.

 

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: https://recordersoffice.hamilton-co.org/hcro-pdi/.

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

  1. Go to https://businesssearch.ohiosos.gov/.
  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 Show Details for your company.
  4. On the Business Details & Filings page, scroll down to Filing Type then click on Download Image for the filing you want to view.

Search Tips:

The following rules are applied when the names are stored.

When searching the database, please keep these rules in mind and use them as a guideline for your search criteria.

  1. Remove all occurrences of double quotes ("), apostrophes ('), commas (,), pound signs (#), Parentheses (()), underscores (_), plus signs (+), forward slashes (/) and periods (.).
  2. Remove any hyphens (-) and concatenate (world-wide becomes worldwide).
  3. Consecutive single characters followed by a space, or punctuation are concatenated into one word and should be searched that way (G.P.R. FOUNDATION becomes GPR FOUNDATION)

Not following the guidelines above will produce inaccurate results.

For additional search tips, see: Name Search Help.

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, Division of Corporations or Business Name Search.

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 Recorder's Office Partnership Records or "Doing Business As" documents:

1794 to 1846

Partnerships were recorded in Deed Books A to W2 (1794-1823) and #21 to #130. The deed books are indexed in the Deed Book Indexes #1 to #4. Partnerships can be found in Sundries Index #1. These books are available on microfilm at the following locations:

1846 to 1915

Partnerships were recorded in Partnership Book #1 and indexed in Partnership Index Book #1. See also Sundries Indexes #1, #2 and #3. These books and index are available on microfilm at the following locations:

  • Recorder's Office
  • Cincinnati History Library and Archives
  • FamilySearch.org: To search these books and indexes,
    1. Click on the link which reads:  "Browse through 1,5xx,xxx images."
    2. Create a free account.
    3. On the next webpage is a short list of record types, for the partnership books, click on "Land and property records."
    4. On the right side is a scroll bar which you can use to go through the list to the link listed here:
      • Record Type, Volume, and Year Range 
      • Partnership document index, vol 1, 1846-1934 
      • Partnership documents, vol 1, 1846-1887 
      • Partnership documents, vol 2, 1887-1934 
    5. Click on the book of interest.  Please note, these images are exact copies of book pages on microfilm.

1915 to 1988

Partnerships were recorded in various books in this period.

  • They are all available at the Recorder's Office on microfilm. For more information contact the Recorder's Office or see the Reference below. 
  • Hamilton County, Ohio, Guide to Recorder's indexes and Documents 1794-1988, by William H. Graver (2003), Little Miami Publishing, Milford Ohio. More information on the various types of partnership records can be found on page 129 of this book.  Copies are available at the Public Library of Cincinnati and Hamilton County.

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. Historic Records are also available in various formats for these documents going back to 1794.

To search for recorded deeds or mortgages in Hamilton County:

  1. Go to https://recordersoffice.hamilton-co.org/hcro-pdi/.
  2. Search by subdivision, section, military survey, individual name, corporate name, or the Auditor's book, and page 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 Search State Public Records By County, 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 https://businesssearch.ohiosos.gov/.
  2. Search by Mark Number, Mark Description, or Mark Registrant Name.
  3. To view company filings click on Show Details for 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. Select Trademarks.
  3. Under Application Process select Searching Trademarks.
  4. Select the Trademark Electronic Search System (TESS).
  5. Select Basic Word Mark Search (New User).
  6. 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 https://ucc.sos.state.oh.us/dashboard.  
  2. Enter the financing statement number, debtor name or secured party name and select Search.
  3. To view company filings click on View for your company.
  4. On the UCC Details page, scroll down to Filing Type then click on the Download Image icon for the filing you want to view.

Hamilton County UCC Filings

To search for UCC filings in Hamilton County:

  1. Go to https://recordersoffice.hamilton-co.org/hcro-pdi/ .
  2. Select Documents.
  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://securities.com.ohio.gov/odoc/portal/ohdoc/portal.aspx.
  2. Search by File Number, Issuer 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.
      
  • 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. 

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.

Forms

Law Library Useful Links

Off Campus Access to Databases

Off Campus Access

  • Lexis, Westlaw, Bloomberg Law, CaseMakerX
    • Access by your normal methods with your normal username and passwords.
    • Need to register for Bloomberg Law? Go to https://profile.bna.com/bloomberglaw-activate/ and fill out the form.
      • You do not need an activation code. You do need to use your UC email as the email address
      • Look for the confirmation email and check your junk mail if you do not receive it
  •  West Academic Study Aids:
    • Go to https://subscription.westacademic.com, or the Research Tools & Databases on our website, or click on any of the links in the Exam Study Guide for individual West Academic Study Aid books. Sign in to your West Academic Study Aids account.
    • If you have not yet created an account, go to the Create an Account link in the top right corner of the page.l
      • Use your UC email as the email address.
      • Be on the lookout for a confirmation email after you sign up. Check your junk mail if you do not receive the confirmation email.
      • Technical Support -- call: 1-877-888-1330 (option 4) or email: support@westacademic.com
  • Other UC Library Resources
    • UC Proxy Server
      • Click on the Library Off Campus Access (Proxy) to login with your UC ID username and password. Once you login, you'll be returned to the main Library homepage and can begin your research.
      • Guides

 

Get Help & About the Author

About the Author

Shannon Kemen
Legal Technology & Research Instructional Services 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 the Legal Technology & Research Instructional Services 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 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.

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