Business entity filings such as Articles of Organization and Change in Registered Agent are governed by the state’s business statutes and are typically filed with the state’s secretary of state office. Most secretary of state offices allow you to call for clarification of their business entity filing procedures.
While I would rely on written information provided on the state’s official websites, phone call inquiries yield mixed results if your question is more complicated than “What’s the filing fee?” or “What’s the address for overnight delivery?”. Let me recount one of my recent experiences in this realm.
A Personal Mini-Rant about a Phone Inquiry
I needed to convert a limited liability company from being an LLC in State One to being an LLC in State Two. After reviewing the LLC statutes of both State One and State Two, I concluded that the process required forming a new domestic LLC in State Two and then merging the old State One LLC into the new State Two LLC (with the State Two LLC being the surviving entity). I then called the secretary of state’s business entity information line to verify that there wasn’t an easier way to make the change (e.g., some states offer a streamlined method for conversion).
Yikes! I spent ten very frustrating minutes on the phone with the first customer service rep who swore up and down (i) that the state offered no conversion or merger procedures for LLCs and (ii) that my only option was to file for the LLC to be authorized to do business in State Two as a foreign LLC. That option would not have achieved the cost-saving and administrative paperwork reductions I wanted for the client. Finally, I was transferred to a supervisor who confirmed my previous conclusions that the conversion could be done via merger.
Lesson of the Day
If I knew a little less about business law or hadn’t had the state statute right in front of me during the call, maybe I would have accepted what the first customer service representative said as accurate. The take-away lesson is when you’re given verbal information from a staff person at a state or federal agency, try to find or obtain written verification of the information before relying on it.