Where Are Your Corporation/LLC Documents?

Lots of people are scrambling to find their company's legal documents right now.

If you are applying for SBA Covid-19 relief (e.g., Paycheck Protection Program or Economic Injury Disaster Loan) you might need to provide copies of key company legal documents, such as Articles of Incorporation, a Certificate of Incorporation and Bylaws for a corporation or Articles of Organization, a Certificate of Organization and an Operating Agreement for an LLC.

Can you find them?

What can you do if you can't find them?

The best practice is to keep a corporate or LLC minute book where you file all legal documents related to the formation and operation of your company. Sometimes, your attorney might keep your minute book. You shouldn't have any problem producing the required documents if you have an up-to-date minute book, no matter how old your company is.

But what if you don't have a minute book or file for your company's legal documents? Or, what if your minute book or file is incomplete?

Some documents might be easily found and downloaded from the agency that handles corporations and LLCs in your state (e.g., the Virginia State Corporation Commission). For example, I can download copies of my Articles of Incorporation, Certificate of Incorporation, Articles of Amendment, and Certificates of Amendment from the SCC's website. The SCC's website may not, however, have images of documents for corporations or LLCs formed many years ago. But it's worth a check.

If your company documents are not available online, you will need to order them from the state agency by phone or by an online request. This can take days and even weeks. Some state agencies may have an expedited process for fast turn around, but charge a fee for it (e.g., Virginia charges $200 for same-day and $100 or $50 for next day).

Bylaws and Operating Agreements are not filed with a state agency, so you won't find them there. If you can't find these documents, consider signing amended and restated Bylaws or an amended and restated Operating Agreement. Doing so will replace your original Bylaws or Operating Agreement that you can't find (or perhaps never even created). You might even be able to make them effective on an earlier date, depending on your state law.