The Startup Registry Record Reference: Standing, Liens, Dockets, IP Title

This reference covers the public registry trail a private US startup leaves behind: state entity status, liens, court dockets, and USPTO title records. It's for early-stage investors, fund platform partners, and angels who need to know, before wiring, what each record actually says about a company's standing, debt, IP ownership, and legal exposure. Every record gets the same row: where to pull it, what it costs, how long it stays current, what it proves, what it can't prove, and how it misleads.

What public records does a private US startup leave behind?

A Delaware startup headquartered in another state leaves records in at least four places: Delaware, its headquarters state, any county where it holds real property, and two federal systems (the federal courts and the USPTO). None of those places has a public registry showing who owns its equity.

That split is what makes this work hard. Each record is tied to a different jurisdiction by statute, so a search can be thorough in one place and still miss everything filed in another. UCC filings follow the state of formation. Federal tax liens on personal property follow the principal executive office, which means the headquarters state, not Delaware. Real property liens follow the county where the property sits.

The records this reference covers:

1. Entity status lookup
2. Certificate of good standing, short form
3. Certificate of good standing, long form
4. Annual franchise tax report
5. Void or forfeited status, and revival
6. Foreign qualification in the operating state
7. UCC-1 financing statement
8. UCC-3 continuation, amendment, or termination
9. Lapsed UCC filings
10. Federal tax lien on personal property
11. Liens on real property
12. State tax liens and judgment liens
13. PACER Case Locator name search
14. Federal docket sheets and documents
15. State court dockets
16. Patent assignment records
17. Trademark status and owner (TSDR)
18. Trademark assignment records

Where my research didn't establish a field, the row says so. Fill those gaps locally before you rely on them.

State entity records: status, good standing, annual report, foreign qualification

Formation-state records prove that the entity exists and was current with its state on a specific date. They don't prove it is current today, who runs it beyond the board, or that it's registered where its people actually work.

Entity status lookup

• Where: the formation state's online entity search. For Delaware, that's the Division of Corporations.
• Cost: free.
• Stays current: live at the moment you look.
• Proves: an entity with that exact name and file number exists in the formation state.
• Cannot prove: I haven't confirmed which fields Delaware's free lookup shows. It's believed to show name, file number, formation date, and registered agent. Check what's on screen rather than assuming it shows status.
• Misleads when: you match on a similar name instead of the file number. Write down the file number and use it for every later pull.

Certificate of good standing, short form

• Where: Delaware Division of Corporations.
• Cost: $50. Expediting costs $40 for 24-hour service or $50 for same-day.
• Stays current: Delaware sets no statutory expiry. Recipients typically want a certificate dated within 30, 60, or 90 days of issue.
• Proves: the corporation was in good standing with Delaware on the issue date.
• Cannot prove: anything after the issue date, or anything about another state.
• Misleads when: it was issued before the March 1 annual report and franchise tax deadline and the closing falls after that date.

Certificate of good standing, long form

• Cost: $175.
• Adds: every document ever filed with the state.
• Proves: the filing history, including name changes and amendments.
• Use it when: the company has renamed, merged, or converted. Prior names go into your lien and docket searches.

Annual franchise tax report

• Due: March 1. Missing it costs a $200 penalty plus interest at 1.5% per month.
• Contents: the names and addresses of all directors as of the filing date, and the name and address of the one officer who signs.
• Not public: tax information on reports filed after tax year 2006.
• Where: I haven't established how to get a copy from the state. Ask the company for its filed copy.
• Stays current: the board shown is as of the filing date, so it can be about a year old.
• Proves: who sat on the board when the report was filed.
• Cannot prove: the full officer slate, ownership, or financials.
• Misleads when: the CEO or CFO is missing. Only one officer is ever listed, so a missing name proves nothing.

Void or forfeited status, and revival

• Trigger: under 8 Del. C. 510, a corporation's charter becomes void if it neglects or refuses for one year to pay franchise tax or to file a complete annual report.
• Warning cycle: by November 30 each year, the Secretary of State notifies delinquent corporations that the charter becomes void unless they pay and file by the following March 1.
• Revival: available any time after a Title 8 forfeiture or voiding. Sources conflict on the fee ($189 in one, $169 in another), so check the Division's current schedule.
• Proves: the company left a basic state obligation unpaid for a year.
• What to do: ask why, get the revival filing, and pull a new good standing certificate dated after the revival.
• LLC note: sources also conflict on the Delaware LLC annual tax ($300 in one, a flat $400 in another). Confirm with the state.

Foreign qualification in the operating state

Foreign qualification is a company's registration to do business in a state other than the one where it was formed.

• Where: the Secretary of State in the headquarters state and in every state where the company has staff.
• Cost: not established in my research. It varies by state.
• Proves: the company is registered there and active.
• Cannot prove: anything about Delaware status. The two are separate records.
• Misleads when: a clean Delaware certificate is treated as if it covered the state where the team works.

Lien records: UCC filings, federal tax liens, and judgments

A UCC-1 shows that a lender has publicly claimed a security interest in the company's assets, and it's filed in the formation state. A federal tax lien on personal property is filed in the headquarters state, so a clean search in one state says nothing about the other.

A security interest is a lender's legal claim on specific assets as collateral for a debt. Perfection is the step, usually filing a UCC-1, that makes that claim hold up against other creditors and a bankruptcy trustee.

UCC-1 financing statement

• Where: the central filing office in the state where the entity is organized (UCC 9-307). For a Delaware corporation, that's Delaware.
• Cost: search fees not established in my research.
• Stays current: effective for five years from filing unless a timely continuation is filed.
• Contents: the standard form is generally understood to name a debtor, a secured party, and the collateral. I haven't checked those field requirements against a primary source, so read the filed image itself.
• Proves: a named secured party has given public notice that it claims an interest in the described collateral.
• Cannot prove: that a balance is still owed, or how much. Match every filing to a loan agreement or payoff letter.
• Reading it for the round: a collateral description covering all assets means a venture lender or bank has claimed security over everything the company owns, and your money is going into that pledged pool. The filing should match a facility the company has disclosed. If it doesn't, you've found undisclosed debt.

UCC-3 continuation, amendment, or termination

• Form: one form covers all three, and it always references the original UCC-1 filing number.
• Continuation: can only be filed in the six months immediately before the lapse date. It extends effectiveness for five years from the date the filing would otherwise have lapsed.
• Termination: the record you'd expect behind a repaid facility.
• Amendment: can change the parties or the collateral.
• Proves: a continuation shows the secured party is still protecting its position.
• Misleads when: you read the UCC-1 alone and miss an amendment that broadened the collateral. Read the whole history in filing order.

Lapsed UCC filings

• What lapse means: once a filing lapses, the security interest is treated as though it had never been perfected against a bankruptcy trustee.
• Visibility: varies by state. New York keeps lapsed filings searchable for one year, so a lapsed filing there can turn up as late as six years after it was made.
• Proves: the secured party didn't file a continuation in time.
• Cannot prove: payoff. The lender loses perfection, but the company still owes the debt.

Federal tax lien on personal property

• Where: the state where the principal executive office is located. Depending on the state, that means the Secretary of State (Arizona files corporate liens there) or the county.
• Cost: not established in my research.
• Proves: the IRS has filed public notice of a tax lien.
• Misleads when: you searched only Delaware or only the UCC index.

Liens on real property

• Where: the recording office, usually the county, where the real property sits.
• Relevance: only if the company owns real property, so ask whether it does.

State tax liens and judgment liens

• Where: not established in my research. Filing offices differ by state.
• What to do: confirm the headquarters state's rules with a local corporate paralegal before calling the search complete.

When a UCC-1 names a venture lender you don't know, the quickest way to confirm the facility is to talk to the person who manages that relationship. Don't look for that person by job title, because the literal title is almost never used.

Search by what people do instead. Refolk takes a plain-English description, such as venture debt relationship managers at banks in San Francisco who lend to Series A software startups, and returns the people who do that work whatever their title says. The same kind of search finds a corporate paralegal in the headquarters state who knows where that state files tax and judgment liens.

Court dockets: PACER and state courts

PACER's Case Locator is a national index of federal district, bankruptcy, and appellate cases, updated nightly. It can't see state court cases at all, so a clean PACER result clears only the federal side of a litigation search.

PACER Case Locator name search

• Where: PACER Case Locator.
• Cost: $0.10 per page, where 54 lines count as one billable page. The $3.00 per-document cap doesn't apply to name searches, and a search with no matches still costs $0.10.
• Waiver: fees are waived if you spend $30 or less in a quarter.
• Stays current: the index refreshes nightly.
• Proves: whether that exact party name appears in a federal case.
• Cannot prove: that there are no suits under other names, or any state court case.
• Misleads when: one zero-hit search on the current legal name gets written up as "no litigation."

Federal docket sheets and documents

• Cost: $0.10 per page, capped at $3.00 per document.
• Proves: what was actually filed: the parties, the claims, and the status.
• Read at docket level: a name hit can be a different company with a similar name, or a case where the startup is the plaintiff.

State court dockets

• Where: I haven't established which states offer a statewide civil docket search and which are county-only.
• What to do: search the headquarters state and county, plus any state with significant staff, under every name variant.
• Names to search: current legal name, prior names from the long-form certificate, d/b/a names, and each founder's name.

USPTO title records: patent and trademark assignments

USPTO assignment records show the recorded chain of title for patents and trademarks. They prove what someone chose to record, not that the transfer was valid. TSDR's owner field shows only the last recorded owner.

Chain of title is the unbroken sequence of recorded transfers from the original owner (an inventor, a founder, a university) to the current one.

Patent assignment records

• Where: USPTO Assignment Center. Search the company name, each founder, and any university or prior employer.
• Cost: listed as free. I haven't verified this separately.
• Coverage: recorded assignments from August 1980 to the present.
• Timing rule: under 35 U.S.C. 261, an assignment is void against a later purchaser or mortgagee who paid value without notice, unless it was recorded within three months of its date or before that later purchase.
• Proves: an assignment between named parties was recorded on a given date.
• Cannot prove: that the transfer was legal or that the submitter had the right to make it. Recordation is ministerial, meaning the USPTO files what it's given and checks neither.
• Misleads when: a founder, university, or employer assignment was signed but never recorded. Compare execution and recordation dates, and flag any gap longer than three months.

Trademark status and owner (TSDR)

• Where: USPTO TSDR.
• Stays current: after an assignment is recorded, the prosecution history can take up to seven days to show it, and some ownership records are never updated automatically.
• Proves: the last recorded owner, as of TSDR's last update.
• Cannot prove: how ownership got there.
• Misleads when: a mark held in a founder's personal name looks fine because its status is live.

Trademark assignment records

• Where: USPTO Assignment Center, trademark search.
• Coverage: assignments recorded before 1955 are held at the National Archives. That only matters if the company bought an old brand.
• Proves: the recorded chain of title, including any transfer from a founder to the company.
• Cannot prove: validity, because trademark recordation is ministerial too.

Fixing a founder-held mark is routine work for trademark counsel. If the company doesn't have a trademark lawyer, Refolk can find one who does exactly this before a round.

Ownership: what no public registry shows

No public US registry shows who owns a private startup's equity. Domestic beneficial-ownership reporting has been permanently exempted, so US-formed entities have no obligation to file beneficial ownership information (BOI), and FinCEN is deleting BOI that US persons already reported.

FinCEN first exempted domestic entities through an interim final rule, then made the exemption permanent with a final rule. Any later change would appear first on FinCEN's BOI page, so check there rather than relying on memory.

The public records that partly stand in for ownership:

• Directors and one signing officer on the annual report. Directors aren't necessarily owners.
• Recorded assignees at the USPTO. They show who holds recorded IP title, not who holds equity.
• Secured parties on UCC-1 filings. They show who has a claim on assets, not who holds shares.

Anything about equity has to come from the company. Send a request that fills the gaps the registries leave.

Before closing, please send:
1. Current cap table and stock ledger, certified by an officer.
2. Board consent approving this round, listing the current directors.
3. For each UCC-1 filed against the company: the loan agreement, or the payoff letter and UCC-3 termination.
4. Any notice of federal or state tax lien, with evidence of release.
5. A list of pending or threatened litigation in any court, under any current or prior name.
6. Signed IP assignment agreements from each founder and any university or prior employer, with USPTO recordation receipts.
7. A signed assignment to the company of any trademark held in a founder's personal name.
8. Evidence of foreign qualification in every state where the company has staff.

How to run the registry pull before wiring

Run seven pulls in order, starting with formation-state status and ending with IP title. Each pull counts as done only when its result is matched to a document or a decision. No published source sets an investor-side order. This sequence puts the cheap checks first and collects the name variants that the later searches need.

The time estimates are my desk estimates, not measured figures. Lien and docket searches take the longest, at one to five days depending on the jurisdiction.

Cost and shelf life for the records where my research established them:

How registry records mislead

Most registry false positives come from three habits: treating a point-in-time record as current, searching one jurisdiction when the record lives in another, and reading a convenience field as a legal fact. Each failure below has a specific check.

1. Good standing. False positive: an 80-day-old certificate issued before a March 1 default. The short form only captures the day it was issued. Check: re-pull status at closing and confirm the certificate date is inside the recipient's 30, 60, or 90-day window.
2. Annual report. False positive: a matching board that is nearly a year old, or alarm over a missing CEO. Only one officer is listed, and the board is as of the filing date. Check: compare against the board consent for the round.
3. "Clean" UCC result. False positive: a search run only in the headquarters state, which misses Delaware filings entirely. A lapsed lien can also drop out of the results while the debt is still owed. Check: search the formation state, include lapsed filings, and match against the payoff letter.
4. Federal tax lien. False positive: no lien found because you searched Delaware or the UCC index. The lien is filed at the principal executive office. Check: search the headquarters Secretary of State or county.
5. PACER. False positive: a single zero-hit name search. PACER covers federal courts only, misses name variants, and still charges for empty results. Check: search prior names, d/b/a names, and founder names, then the state courts.
6. TSDR owner. False positive: a founder-held mark that looks fine because its status is live. TSDR shows the last recorded owner, may lag by up to seven days, and some records never update. Check: read the Assignment Center chain, including the transfer from founder to company.
7. Patent chain. False positive: a recorded chain that looks complete but rests on a university or employer assignment that was signed and never recorded, which a later recorded purchaser can defeat. Check: compare execution and recordation dates, and flag any gap over three months.
8. Ownership. False positive: treating the annual report's directors as the owners. Check: get the cap table and stock ledger from the company.

The UCC failure gets its own figure because it's where investors most often reach the wrong conclusion in both directions. Two questions sort every filing: is it still active, and does it match a facility the company has disclosed?

A lapsed lien is the lender's problem, not proof that the company paid.

Keeping the file current through closing

Registry results go stale on known schedules, so date every pull and re-pull the fast-moving records at closing. Entity status and good standing come first, followed by the UCC and docket searches if weeks have passed since the first pull.

Keep one log per company. A row is closed only when its last column names a document or a decision. "Searched, nothing found" doesn't count unless the row also records which names and jurisdictions were searched.

Company legal name:
Delaware file number:
Prior names and d/b/a names:
Founder names searched:
Principal executive office (state, county):

Record | Office | Date pulled | Names searched | Result | Mapped to
Good standing, short form | DE Division of Corporations | | | |
Annual report | Company copy | | | |
Foreign qualification | HQ Secretary of State | | | |
UCC-1 and UCC-3, incl. lapsed | DE central filing office | | | |
Federal tax lien | HQ Secretary of State or county | | | |
Real property liens | County recorder | | | |
PACER party search | PACER Case Locator | | | |
State court dockets | HQ state and county | | | |
Patent assignments | USPTO Assignment Center | | | |
Trademark owner and chain | TSDR and Assignment Center | | | |

Four gaps remain open in my research: what Delaware's free status lookup displays, where each state files state tax liens and judgment liens, which states offer statewide civil docket search, and what UCC searches cost. Settle each one for the company's headquarters state before your first deal there, and keep the answer in the log template so the next pull starts from it.