The duties and authority of the Office of the Secretary of State are defined and established under the individual laws of each state. In most states, one of these duties includes management of the business registration, formation, and filing processes for business entities operating within the state.
Secretaries of State generally do not have statutory authority or discretionary power under state law to review, confirm, or investigate the information presented during the business registration or filing process. Rather, their authority is often limited to a ministerial function - i.e. ensuring that the basic requirements have been met, the submitted forms are complete with all required information, and the appropriate filing fees have been paid.
Therefore, most states are good faith filing states, which means that if all of the basic filing requirements are met, under state law the Secretary of State must accept the information filed about a business at face value and record it.
Although state business registration and filing forms usually include a signed attestation, under penalty of perjury, that the information being provided is true and correct, this alone is not a significant deterrent for modern criminals who are intent on committing much greater fraud.
The statutory restrictions and the good faith nature of state business filing procedures have led criminals to discover that, in some cases, it can be relatively easy to manipulate state business registration systems and filing processes. Doing so allows these criminals to impersonate businesses and obtain the standing, credibility, and verifiable business records needed to deceive retailers, suppliers, creditors, financial institutions, and other businesses for illicit gain; and, to conduct any number of fraudulent activities in the business' (or business owner / officer's) name.
If your business does not regularly review your state business filings, file your annual reports in a timely manner, or enroll in email alerts or other preventative systems that may be offered by your state, you may unknowingly attract the unwanted attention of business identity thieves.
The following information describes common criminal tactics involving business registration records: