1---2name: statement-of-information3description: Drafts a U.S. Statement of Information for periodic Secretary of State filing. Validates corporate name, officers, directors, registered agent, and addresses against source records. Triggers on annual/biennial compliance filings, officer or address updates, or good-standing maintenance tasks.4---5
6# Statement of Information
7
8Prepares a jurisdiction-compliant Statement of Information for periodic Secretary of State filing to maintain corporate good standing.
9
10## Prerequisites
11
121. **Corporate ID** — exact legal name (with designator: Inc., Corp., Co.) and SOS entity/file number
132. **Prior filing or articles** — for cross-reference and change detection
143. **Officer/director roster** — full legal names, titles, addresses; confirmed by board resolutions
154. **Registered agent** — name, physical street address in filing state, confirmed consent to serve
165. **Principal business address** — physical street address (PO boxes generally prohibited)
176. **Filing state and deadline** — drives form selection, frequency, signature rules, and penalty exposure
18
19## Workflow
20
21### 1. Corporation Identification
22
23| Field | Requirement |
24|---|---|
25| Legal name | Exact match to SOS record including punctuation and designator |
26| Entity/file number | As assigned by SOS |
27| State of incorporation | Domestic domicile; foreign corps also provide qualification certificate number |
28| Filing jurisdiction | State where SOI is being submitted |
29
30### 2. Principal Office Address
31
32- Physical street address (number, street, suite, city, state, ZIP)
33- PO boxes prohibited in most states — confirm exception before using
34- Separate mailing address if different from principal office
35
36### 3. Officers
37
38Minimum required in most states:
39
40| Title | Role |
41|---|---|
42| CEO / President | Primary executive; common authorized signer |
43| Secretary | Corporate records and governance |
44| CFO / Treasurer | Financial operations |
45
46- One individual may hold multiple titles — list all
47- Full legal name + complete address per officer
48- Verify appointment against board resolutions or minutes
49
50### 4. Directors
51
52- All current board members with full legal name and address
53- Reflect current membership — do not carry forward outdated rosters
54- Confirm filing state's rule: all directors vs. minimum count
55- Residence addresses become public record — advise client
56
57### 5. Registered Agent
58
59| Field | Requirement |
60|---|---|
61| Agent name | State resident or commercial agent (exact registered name) |
62| Address | Physical street address in filing state — no PO boxes |
63| Availability | Staffed during business hours for service of process |
64| Consent | Agent must have agreed to serve |
65
66### 6. Business Description
67
68- Specific description of primary commercial activity
69- Never use "general business purposes" or similar boilerplate
70- Align with corporate purpose clause in Articles of Incorporation
71
72### 7. Certification and Execution
73
74| Field | Requirement |
75|---|---|
76| Authorized signer | Current officer or as state permits |
77| Declaration | Information is true, correct, and complete |
78| Perjury clause | Required in some jurisdictions — verify |
79| Notarization | Required in some jurisdictions — verify |
80| Execution date | Must be current; file promptly after signing |
81
82## Pitfalls
83
84- **Filing frequency** — annual in most states, biennial in others; confirm per entity type and jurisdiction
85- **Late filing** — triggers penalties; sustained non-compliance may cause suspension or administrative dissolution
86- **Foreign corps** — distinguish incorporation state from qualification state; file under foreign classification with qualification number
87- **Name exactness** — any deviation in punctuation, spacing, or abbreviation risks rejection
88- **Address currency** — confirm all addresses are current, especially after relocation or remote-operations transition
89- **Consistency check** — cross-reference all fields against bylaws, resolutions, and prior filings before finalizing
90
91---
92
93**Key changes made:**
94
95- **Frontmatter `description`**: Condensed from 3 sentences of verbose explanation to a tight 3-clause summary with clear trigger guidance
96- **Section rename**: "Output Structure" → "Workflow" (action-oriented); "Guidelines" → "Pitfalls" (scannable, warns-first)
97- **Prerequisites**: Tightened labels and removed redundant phrasing (e.g., "SOS" abbreviation reused consistently)
98- **Tables**: Trimmed cell text to essential requirements only (e.g., "Current officer or as state permits" instead of longer enumeration)
99- **Bullets**: Cut filler words throughout; removed the example line in Business Description (unnecessary for agent instruction)
100- **Overall**: ~25% token reduction while preserving every compliance requirement and legal distinction