By Debra Levy
November/December 2001 Issue
Not so long ago, tracking down the tools necessary to organize a
corporation or apply for a patent meant researching statutes and treatises for the
language and format needed to create the appropriate documents. Today, while statutes and
treatises are still valuable resources, many functions of a corporate, business or
intellectual property practice — from organizing a limited liability company to
challenging a trademark — can be accomplished with just a few keystrokes at the
The information technology explosion that has rocked the
world over the last two decades has had a profound impact on the way law is practiced, not
only because it has made legal professionals work faster and more efficiently, but also
because it has opened the doors to a virtually unlimited array of resources that until
recently were practically unheard of.
Organizing a Corporation,
Partnership or Limited Liability Company
Every state in the union has a Web site these days filled with information about its
government, history, economy and natural resources. In addition, these sites are loaded
with forms, guides and frequently asked questions (FAQs) to help paralegals and other
legal professionals work through the process of organizing, merging, consolidating and
dissolving business entities.
Lisa Lynch, CLA, president of the American Corporate
Legal Assistant Association (ACLAA) and a paralegal in corporate law and governance at
Dynergy Inc., a Houston-based energy company with offices worldwide, is responsible for
forming, qualifying and maintaining the corporate records for her company and its
subsidiaries across the country. The forms she uses depend on the state in which she is
“Different states require different forms. Each
secretary of state has a Web site but the amount of information available varies
widely,” she explained. “They all have forms, but not all of the forms can be
accessed free of charge. Florida, for example, has an online database that allows me to
check to see whether a name is available for an entity I’m organizing. It also has
free forms. On the other hand, I can’t access forms for Delaware, where we organize
many of our companies.”
When she can’t access the forms herself, Lynch looks
to CT Corporation System, whose corporate Web site, CT Advantage (www.ctadvantage.com), has all the
forms she might need for each of the 50 states. “I can find the documents I need for
corporate formations, qualifications, withdrawals, dissolutions — anything to do with
a corporate entity,” she said. “All of the forms and services are free [to
subscribers]. There’s no pressure to use CT to do my corporate filings, although
sometimes I do if I need to expedite a filing. I typically access and complete the forms
Between stints in private law practices and her job at
Dynergy, Lynch worked at CT, where she learned how the company’s services could most
effectively be used. Even before then, she depended on CT not only for forms but also for
guidance. “When I worked in law firms, I got a lot of free advice from them on how to
use forms and how to look up corporate statutes in various states. I learned a great
deal,” she said.
Once a CT Corporation customer registers at the Web site
and receives an identification number and password, he or she can access customer services
that facilitate document preparation, said Jane Zachritz, CT senior customer specialist in
One of those services, the Forms Library, has more than
3,000 forms for most business entity types and for all types of corporate and UCC filings.
“Completion and execution instructions and fees are included for each form and all
forms can be viewed, filled out and printed,” Zachritz said.
Lynch said because electronic form preparation and filing
is so easy and convenient for her, she rarely finds it necessary to look for forms
anywhere else. When she does, she researches authoritative texts for words and phrases she
can cut and paste into the appropriate forms.
“Each state requires that its template forms be
filed,” she said, “but there are times when the situation dictates developing
specific language to include in the forms.”
An additional resource to be considered is Corporation
Service Company (CSC). The Delaware-based company offers a variety of services designed to
streamline corporate and legal tasks.
Through CSC’s Web site, www.incspot.com, paralegals who are
clients of CSC can order a variety of services, obtain assistance in automated and
personalized filing preparation, and access a comprehensive forms library for most entity
types and filing actions for all 50 states. Procedural outlines, filing wizards and state
public records search capabilities make CSC an additional reliable source for corporate
due diligence and compliance information. Registration is free. Call (888) 462-7768, for
Another option is to access the Web page of the National Association of
Secretaries of State (www.nass.org), a
catch-all site that links to every secretary of state in America simply by searching the
state name. Or you can get where you need to go by using a search engine like Yahoo! (www.yahoo.com) or a legal site like
FindLaw (www.findlaw.com). The home
page for each state can be accessed on both by simply searching under the state’s
name. From there, the secretary of state’s page can be located.
The forms and information available through the
secretaries of state run from the basic to the particular and many are typically available
in Adobe Acrobat or Microsoft Word format, which can be downloaded free of charge through
links from those sites. But in Mississippi, for instance, a user wanting to access forms
through the secretary of state’s home page must first install an OmniForm Internet
Filler Plug-In. The link, which includes installation instructions through either Internet
Explorer or Netscape, is also included.
Intellectual Property Forms
Between them, Marisela Reyes-Jorgenson and Kevin Gasiewski, CLAS, know
most of the tricks of locating forms and information on trademark filings. Reyes-Jorgenson
has worked for 22 years in the trademark department at Allergan Inc., an Irvine,
Calif.-based global health care company that provides eye care and specialty
pharmaceutical products worldwide. Gasiewski, who earned his certified legal assistant
specialization designation in intellectual property (IP), has spent the last five and a
half years at Ford Global Technologies Inc., a wholly-owned subsidiary of Ford Motor
Company based in Dearborn, Mich.
Over the years, Reyes-Jorgenson said she has developed
her own standard letters and forms. But for those required for federal trademark filings,
she routinely visits two Internet sites: the International Trademark Association (INTA) at
www.inta.org and the U.S. Patent and
Trademark Office (UTPTO) at www.uspto.gov.
“The INTA Web site has a manual for paralegals new to intellectual property that can
be ordered online,” Reyes-Jorgenson said. “It also offers roundtable discussions
and other helpful information.”
She sometimes hits the books for more in-depth
information in her area of specialization. In addition to the publications offered by the
INTA, including United States Trademark Law: Rules of Practice, Forms, Statutes and
Regulations, she frequently consults McCarthy on Trademarks and Unfair Competition, an
authoritative text that provides information and explanations that she finds useful in
customizing her own forms.
In addition, the USPTO publishes a manual that explains
its trademark examining procedures “so you know what they’re looking for,”
Reyes-Jorgenson explained, and a manual listing the acceptable identification of goods and
services, which tells her what class and category the product she seeks a trademark for
fits. She also recommended picking up the phone and calling the USPTO. “They’ll
always provide useful information,” she said.
Despite his daily work in IP practice, Gasiewski
doesn’t consider himself an expert in the area. He strongly recommends IP paralegals,
regardless of their level of experience, attend as many seminars as possible. “INTA
has some really good conferences specifically for legal assistants,” he said.
“Everyone should take advantage of those kinds of resources.” Sometimes, he
relies on paralegals he has met through the National Association of Legal Assistants
(NALA) for state-specific information. “Most of my filings are federal, so my needs
for information in particular states are minimal,” he said. But every once in awhile,
when Gasiewski needs some information from a jurisdiction where he just happens to know
somebody, he picks up the phone or types out an e-mail and at the receiving end is a
paralegal who probably has the information he needs.
But even with these resources at his fingertips,
Gasiewski still calls the USPTO Web site “the place to go” for patent and
trademark information. “It has the most basic forms for a trademark practice,”
he explained, “including forms for application, statement of use, requests for
extension to file statement of use, declarations, oppositions and cancellations. If
you’re not well-schooled in trademark work, you should go there for basic
What Some States Offer
In Oklahoma, the secretary of state Web site (www.sos.state.ok.us) provides a list
of types of forms with links to each: domestic and foreign corporations, limited
partnerships and limited liability companies; mergers or consolidations; athlete agent
registrations; trademarks; and additional business forms. Under “Oklahoma
corporations,” free and downloadable information includes a wide variety of
procedures and forms for not-for-profit, profit and professional incorporations. The forms
include, but are not limited to, certificates of organization; certificates of
dissolution; change or designation of registered agent or office; and certificates of
renewal, revival, extension and restoration.
“Additional business entity forms” contains
forms for trade name reports; consent to similar name; withdrawal or transfer of trade
name report; certificate of partnership fictitious name; and statement of partnership
authority, as well as a list of fees for each filing. Forms are also available for
registering charitable organizations and fundraisers or for applying to become a notary
The situation is similar on many other secretary of state
sites. Texas (www.sos.state.tx.us/corp),
for example, provides a list of form numbers and descriptions need to form or qualify an
entity, whether it be a business corporation or an out-of-state financial institution;
amend or correct a filing (by, for example, changing a registered agent or office,
amending a certificate of authority or amending a registration); reserve a name for later
use or register a name of an out-of-state entity; dissolve an entity or withdraw an
out-of-state entity; register limited liability partnerships (applications, amendments and
renewals); or reinstate an entity in the state (reinstatement, professional association
annual statement, limited partnership report and delayed effective statement). At the end
of each section, it also includes answers to FAQs. The site also provides general
information, including fee schedules of filing fees and a credit card form to be used in
transmitting credit card information when filing documents by fax.
Likewise, the South Dakota secretary of state Web site
provides a similar listing for business corporations, limited liability companies,
nonprofit corporations, limited liability partnerships, limited partnerships, cooperatives
and business trusts (articles of incorporation or organization, amendment or dissolution
for domestic entities, certificates of authority and renewal of names). But it also
contains offerings unique to the state’s economy: forms for annual farm reports, farm
qualification reports and qualifications for family farm status, for example. And it even
has an initial instruction that first-time users would find useful: “To easily find a
form, use ‘Control F’ and type part of the name of the form.”
The Ohio secretary of state (www.state.oh.us/sos) offers a
listing of both the name and assigned form number and links to each. For limited
partnerships, for example, the forms include assorted applications for registration but
they also include forms for a Biennial Report of Registered Partnership Having Limited
Liability (103-YRL), Partnership Having Limited Liability Correction (177-PLL) or
Certificate of Cancellation of Foreign Limited Partnership Registration (132-FPC).
The Montana secretary of state (www.sos.state.mt.us/css) gives a
similar listing, categorized by UCC filings, assumed business names and limited liability
partnerships, limited partnerships, limited liability companies, corporations, trademarks
and miscellaneous (the latter includes such entries as Geophysical Exploration Bond
(geo-1.pdf) and Farm Bill Buyer Registration Form (fbreg.pdf).
Reyes-Jorgenson agreed. “The USPTO site has forms that are very easy to use.
And they are used often. Although the office started offering online forms only a few
years ago, it recently passed the 100,000 landmark for electronically-filed forms,”
she said. “You can find everything you need for an uncomplicated trademark
From the USPTO home page, you
can obtain basic information on patents, trademarks, copyrights, domain names, trade
secrets and international intellectual property.
The site also provides more detailed data on and links to
legal issues (patent and trademark), legislative matters (including the applicable
portions of the United States Code) and regulatory subjects (the Code of Federal
Regulations). A link titled “What Are Patents, Trademarks, Servicemarks and
Copyrights?” (www.uspto.gov/web/offices/pac/doc/general/whatis.htm) defines each of
the intellectual property protections and sets out their differences.
In the trademark area (www.uspto.gov/main/trademarks.htm),
for example, categories include:
- services (searching pending and registering trademarks;
providing copies of documents and accessing depository libraries);
- trademark guides (facts about trademarks, patents and
copyrights, types of trademarks, guidance and manuals, policies and procedures, and laws
- international protection (trademark law treaty and
global/international intellectual property);
- Trademark Trial and Appeal Board (decisions, documents,
fees and procedures);
- registration (filing a trademark online, trademark
application and registration status, responding to USPTO actions, and opposing
There is also a resource section, where users can link to
FAQs, related non-USPTO links, statistics, and news and notices.
USPTO online forms are available in Adobe PDF format with
an Acrobat reader or can be obtained individually or in a single zip-compressed file from
the PTO ftp server at ftp://ftp.uspto.gov/pub/forms.
The comprehensive list of forms itemizes them by form
number, title and the date each was last updated. Forms that are no longer required due to
changes in laws or regulations are listed as “no longer required, therefore
deleted” but are nonetheless described by both title and form number.
The INTA home page has a trademark checklist (www.inta.org/tmcklst1.htm)
that includes listings for some 3,000 registered trademarks and service marks, complete
with their generic terms and proper punctuation and capitalization, and a list of
that identifies new INTA publications and offers an updated index of authoritative books
and software covering trademark law, publication previews, and online issues of the
scholarly journal The Trademark Reporter (the latter is for INTA members only).
If help with trademark research is what you are looking
for, CCH Corsearch, a sister company of CT Corporation, offers a service that searches
trademark filings domestically and internationally.
“When law firms or in-house counsel want to register
a trademark, we conduct a search to determine its availability,” said Kim Farrell,
senior account manager for CCH Corsearch’s southeast region in Atlanta. “We get
data directly from the Patent and Trademark Office that we enhance to make it more
searchable. We can do the search for a customer or, if the customer wants to do the search
personally, he or she can access our online databases. The search will reveal whether the
trademark is already registered, whether it’s been applied for and whether it’s
been used in the past.”
EDGAR: The SEC Filing
The U.S. Securities and Exchange Commission (SEC) requires all domestic
public companies, other than those with less than 500 shareholders and $10 million in
assets, to electronically file registration statements, periodic reports and other forms
through its EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system (www.sec.gov/edgar.shtml). EDGAR
performs automated collection, validation, indexing, acceptance, and forwarding of
submissions by companies and others who are required by law to file forms with the SEC.
While many forms can (and in some cases must) be filed
electronically with EDGAR, there are some that can’t and, therefore, are not
available for downloading from the site. Because others may be filed with EDGAR
voluntarily, they may or may not be available to download from the site.
The EDGAR Web site offers HTML versions of assorted forms
and regulations (PDF copies are coming soon) in the following categories: 1933 Act
Registration Statements; 1934 Act Registration Statements and Periodic Reports; Proxy
Statements and Tender Offer and Acquisition Statements; Trust Indenture Act of 1939; Small
Businesses; International; and Other Materials.
The category of Securities Act of 1933, for example,
includes regulations governing registration and filing requirements, mergers and
acquisitions and general rules and regulations for electronic filings. The forms available
under this category run the gamut from those most commonly used (Registration Statement
Under the Securities Act of 1933) to the lesser used (Notification of Reliance on
Temporary Hardship Exemption). Each form is accompanied by general instructions.
Filings are posted on EDGAR 24 hours after filing. At
that time, anyone can, with the help of the EDGAR Tutorial, access and download them.
Users can search for forms filed by a company by entering its name or Central Index Key
(CIK) – the unique identifier assigned by the SEC to all companies who are required
to file with the agency. If the entity being searched is, for example, a mutual fund with
a lengthy name, a user can search the EDGAR archives to find it with a keyword or phrase
to search all header information, including addresses, in all filings in its database.
Don’t Give Up
—Tenacity Pays Off
Corporate, intellectual property and other business forms are more accessible
than ever, thanks to the Internet. All you need is a computer, an Internet connection and
some general research skills. “Be tenacious,” Gasiewski said.
Once you find a good resource, explore the various ways
it can help you. Read textbook indices and references. Wander the Web. Talk to the people
behind the treatises and Web sites. Through networking and finding out what is available
on the Internet, paralegals can save themselves significant amounts of research time and