Executive Summary: Fix-and-flip and construction lenders often underwrite a borrower LLC formed shortly before the application to hold a single property. Its Secretary of State record answers four questions: whether the entity exists, when it was formed, whether it is in good standing, and who the state lists as its registered agent and, in some states, its managers. It does not show who signed the deed or whose name sits on the assessment roll, and rarely shows who owns the LLC; county records and your closing package answer those. This guide assigns each question in the entity file to the source that can answer it.
Why Does a Borrower LLC Look Different to a Real-Estate Lender Than to a Working-Capital Lender?
What kind of entity shows up on a fix-and-flip or construction application?
ATTOM counted 64,348 single-family homes and condominiums flipped in the first quarter of 2026, 8 percent of home sales.[1] Cash purchases accounted for 61.1 percent of flipped homes, so the financed minority is the market a fix-and-flip lender competes for.[2] The lender's question is who stands behind the borrower LLC, and which record proves it.
Why does time in business mislead on a project entity?
Cobalt's filingDate field is the original state registration date and does not change with later annual reports or amendments.[3] For an operating company that is a fair proxy for tenure. For a single-asset LLC it measures the age of the project, not the sponsor's experience, so a two-year minimum would decline experienced sponsors who form a new entity per project, while ignoring the date would miss the shell formed yesterday.
A borrower who claims twelve completed flips should be able to point to twelve prior entities, twelve recorded deeds, or both. The newly-formed LLC verification guide covers entities that are days old in general.
Where does the sponsor's record live?
The sponsor is the set of natural persons who manage the LLC, sign for it, and guarantee the loan. State registries hold the other entities they manage, which Cobalt can search by a principal's name in the states that publish that data.[4] County recorders hold the deeds they signed, and licensing boards hold their contractor credentials. A Secretary of State API returns the state record, so this guide starts there.
What Does the Secretary of State Record Contain for an LLC?
Which fields come back from every state?
Cobalt returns two kinds of people from a state record: the registered agent, the statutory contact for service of process, and the officers, the key people the state lists when it lists them at all.[5] Cobalt's own measurement on September 11, 2026 searched three large national companies by name in all 50 states and the District of Columbia: 153 probes, each with a 180-second ceiling. It covers one day and three well-formed names, shows what a state can return rather than what it never returns, and is not a service expectation. Eight fields came back from every jurisdiction on at least one probe; Cobalt's downloadable field-by-state spreadsheet covers the rest.[6] The eight, as an intake rule sees them:
• Legal name. The registered name, which must match the deed grantee, the note, and the guaranty.
• Status and normalized status. The state's string plus Cobalt's normalized value; the state status normalization guide shows how far state vocabularies diverge.
• Filing date. The original registration date, raw and normalized.
• State registration ID. The sosId, the state's registration number, unique within that state.[7]
• Registration state. The state whose record this is; where a formation state also comes back, a mismatch usually means a foreign registration.[8]
• Match confidence. A score on the returned record; route low scores to a person.
Cobalt's help center says nearly all states publish registered agent details, with New Jersey and the District of Columbia as exceptions where availability is limited.[9] In the September 11 measurement, all three New Jersey probes returned the agent's name and street address, and the three Florida probes returned an agent address without a name, so test the agent fields in your states. The agent is a legal requirement, not an ownership disclosure: Delaware requires every LLC to maintain a registered office and agent in the state,[10] and Florida requires each LLC and registered foreign LLC to maintain one continuously.[11]
Which fields depend on the state?
Officer and manager data matters most to the ownership question and varies most by state. Cobalt returns public officer data when a state makes it available, and its guidance is blunt: state registries generally do not provide beneficial ownership information, and officer records are public registry information, not validated identity proof.[12] Cobalt's officer information guide puts officer data through the API at 28 states; the September 11 measurement found officer records from 32 of 51 jurisdictions. That measurement ran on corporations, and LLC manager disclosure follows different state forms, so measure on LLCs in the states where you lend.
What is the difference between the agent, the manager, and the owner?
The agent receives lawsuits. The manager runs the company. The owner holds the membership interest. A state record shows the first, sometimes the second, and almost never the third. Delaware's Division of Corporations states the boundary plainly:
Current officers and directors for Delaware corporations can be found on the most recent annual report. Alternative entities are not required to list members and/or managers.
It adds that shareholder and owner names are not on file with the Division.[13] An LLC is an alternative entity under that answer, so a Delaware LLC record stops at the agent.
Which States Show You Who Runs the LLC, and Which Stop at the Agent?
What does Florida put on the record?
Florida's LLC annual report must give the name, title or capacity, and address of at least one person with authority to manage the company, and the company's federal employer identification number or whether one has been applied for, but the first report is due between January 1 and May 1 of the year after formation.[14] The articles of organization need not name any manager or member,[15] so a first-year Florida LLC may show no manager. Treat that as normal: take manager names from the operating agreement, and never read a listed manager as the owner list.
Florida also tells you when a foreign LLC must register. Owning real or personal property "without more" is not transacting business, but owning income-producing real property is.[16] An out-of-state LLC holding one Florida house for resale may have no Florida registration, so your Florida search returns nothing, while the same LLC holding a rental owns income-producing property. Renovation, contracting, and repeated resales may go beyond owning "without more," so have counsel decide where a borrower falls, and let the exit strategy set your search plan.
Why do Delaware and similar states stop at the agent?
Some states expose only the registered agent's address, Delaware especially, so a Delaware result's address may be the agent's office rather than the company's location.[17] Delaware also requires a separate paid request to view entity status, and Cobalt's help center says those paid pulls are not included automatically, so confirm how your account handles Delaware status before writing a rule on it.[18] Many Delaware-registered entities operate elsewhere, which is why Cobalt suggests a multi-state lookup to find where else the entity is registered.[19]
Cobalt's field-by-state spreadsheet marks officers for 35 of 52 jurisdictions;[6] 16 states are unmarked there and returned no officers on September 11: California, Colorado, Delaware, Idaho, Kansas, Maine, Maryland, Missouri, Montana, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, and Wisconsin. That does not prove those states publish no managers, but plan on the operating agreement for manager names there.
What should you expect from Texas?
The Texas Secretary of State's guidance says Texas statutes do not define transacting business, that section 9.251 of the Business Organizations Code lists 16 activities that do not constitute it, that a foreign entity is generally transacting business if it has an office or employee in Texas or otherwise pursues one of its purposes there, and that the office cannot give a legal opinion on a particular entity.[20] It adds that a series LLC formed in another state registers as a single entity, the LLC itself rather than each series, and files an assumed name certificate for any series doing business in Texas under another name.[20] In the September 11 measurement, all three Texas probes returned officer records in 1.51 to 2.13 seconds, the fastest live state that day, but Cobalt's help center lists Texas, with Delaware and Nevada, among slower states that can take up to 2 minutes.[21]
Where Do Deeds, Assessor Rolls, and Closing Documents Take Over?
What does the recorded deed tell you that the state record cannot?
Florida is the worked example here because its statutes spell out each layer; map each layer to the county office that holds it in your states. In Florida the clerk of the circuit court records deeds, mortgages, notices of lien, lis pendens, and judgments in one series of Official Records, keeps a register naming the parties to each instrument, and maintains a general alphabetical index, direct and inverse.[22] That index is the grantor and grantee history: every property the sponsor's entities have bought and sold in the county.
The recorded instruments also show who signed. With limited exceptions, Florida will not record a deed or mortgage unless each signer's name is printed beneath the signature and the signer's address appears on the instrument, and a deed must also carry each grantee's name and address.[23] A deed out of one of the sponsor's earlier LLCs therefore names the natural person who signed for that entity, which Delaware's state record withholds and Florida's shows only partially. Cobalt does not supply deed, recorder, or grantor-grantee index data, so this pull is yours.
What does the assessment roll add?
Florida's real property assessment roll must include the owner's name and address, the owner's state of domicile, the property's physical address, and, for each deed recorded in the prior year, the recorded selling price, the transfer date, and the official record book and page or instrument number.[24] Appraisal districts elsewhere keep similar rolls; in Texas, Harris County's district searches real property by account, address, or owner name.[25] Once the roll reflects the deed into the LLC, which it cannot before a purchase closes, it confirms that the LLC on the application is the owner of record and catches a name that differs from the state record by a suffix or a word.
Who can sign for the LLC, and where is that proven?
Authority to convey is a management question, and Florida's LLC statute makes the mechanics explicit. Unless a certified statement of authority recorded in the real estate records limits it, a member of a member-managed LLC or a manager of a manager-managed LLC may sign an instrument transferring or affecting the company's interest in real property, and that instrument is conclusive in favor of a person who gives value "without knowledge of the lack of the authority" of the person signing.[26] Whether the LLC is member-managed or manager-managed, and whether a statement of authority was recorded, are facts in the operating agreement and the county records. Florida's state record may give you a manager name to check against them;[14] Delaware's gives you nothing.
Authority gets proven in the closing package: the operating agreement, a current member and manager list, a resolution or consent for the transaction, identification for each signer, and the guarantor list.
Can Any Public Source Tell You Who Owns the LLC?
What happened to federal beneficial ownership reporting?
Rarely, and not federally. Registries generally do not provide beneficial ownership information,[12] but Arizona LLC articles of organization must name every member of a member-managed LLC and, in a manager-managed one, each manager and each member owning at least 20 percent of the capital or profits.[27] On March 21, 2025, FinCEN issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information under the Corporate Transparency Act, exempting every entity created in the United States.[28] On August 11, 2026, FinCEN made that change permanent, effective on publication, and said it will delete information previously reported by U.S. persons.[29] The final rule appeared in the Federal Register on August 14, 2026, at 91 FR 52508.[30]
What happened to the residential real estate reporting rule?
FinCEN's residential real estate rule, published August 29, 2024, at 89 FR 70258, required reporting of certain non-financed transfers of residential real property to legal entities and trusts, effective December 1, 2025.[31] An exemptive relief order issued September 30, 2025 postponed reporting to March 1, 2026.[32] On March 19, 2026, the U.S. District Court for the Eastern District of Texas vacated the rule; FinCEN and the Department of Justice have appealed, and while the order stands reporting persons are not required to file.[33] FinCEN's FAQ defines a non-financed transfer as one without credit to all transferees that is both secured by the property and extended by a financial institution subject to anti-money laundering program and suspicious activity report requirements, and says transfers financed by a lender without those obligations must be reported when the rule's other criteria are met.[34] A private or hard-money loan did not by itself take a purchase outside the rule; that depended on whether the lender carried both obligations. A filed report goes to FinCEN, not to a lender.
What should the lender collect directly?
Because registries rarely answer the ownership question, the answer comes from the borrower under signature: the operating agreement, a member and manager schedule with percentages, a beneficial ownership certification signed by the sponsor, identification for each signer and guarantor, and the formation documents from the formation state. Use the state record to test that package, not to replace it.
How Do Construction Lenders Extend the Same Checks to the Contractor?
Is the general contractor a different entity from the borrower?
On a ground-up or heavy-rehab loan the builder is often a separate company. It gets the same state-record check as the borrower, with the same limits on managers. A contractor entity formed last month or administratively dissolved belongs in the file before the first draw, not after a lien shows up.
What does a license lookup add, and where is it automated?
State contractor licensing sits outside the Secretary of State system: each state runs its own portal, there is no nationwide database, and most states use one general portal for several license types.[35] California's Contractors State License Board checks a license by number or business name, including complaint disclosure;[36] Florida's Department of Business and Professional Regulation verifies licensees;[37] the Texas Department of Licensing and Regulation searches active licenses by type or number for trades such as electricians and air conditioning contractors;[38] and New York City's Department of Buildings licenses construction trades through its Licensing and Exams Unit.[39]
Cobalt's public API reference lists a contractor license search for California, Florida, New York, Oregon, and Texas that requires a license number, a state, and a callback URL, delivers the result to that callback, and documents fields such as license type, status, issue and expiration dates, and bond details.[40] A help-center article names the same five states,[41] another warns that Oregon's CAPTCHAs may lengthen Oregon searches,[42] and a third calls the license number the most reliable search key because contractor names can be duplicated or inconsistent.[43] Collect it at intake in a dedicated field.[44]
How do you tie the entity, the license, and the draw schedule together?
The entity record answers whether the contractor exists and is in good standing; the license record answers whether it may do the work and whether the license expires before projected completion. Rechecking both before each scheduled draw catches an expiration or suspension in the month it happens, the only month it is cheap to act on. Cobalt returns the data; the rule that a lapsed license holds a draw is yours to write.
How Does a Secretary of State API Fit Into the Entity File?
Everything above can be done by hand: an analyst opens each state registry, the county records, and the appraisal district, screenshots each page, and pastes the results into the file. The alternatives are a know-your-business platform that bundles entity data with identity checks and returns a score, an aggregator database refreshed on a schedule, or the title company's closing package, which arrives after you have priced the loan. A Secretary of State API changes only the first layer: one call returns a state's record, with an optional screenshot, so analyst time goes to the county and closing layers.
What does one lookup return for a borrower LLC?
A live search by business name and state returns the eight fields above plus whatever else that state publishes, such as the entity type, formation state, registered agent block, officers, addresses, and a link to the state record. Each lookup can include a screenshot of the state page showing the timestamp and source URL, with no Cobalt watermark.[45] The help center says some states are exempt from screenshots or UCC records and points to a feature spreadsheet for the list, so check your states.[46] It also says the lookup's legal name, status, and filing data serve the purpose of a good standing certificate for many workflows, though some institutions still require the certificate in higher-risk scenarios.[47] The audit-proofing guide explains why a captured state page beats a pasted one when an examiner asks what you knew at decision time.
The record below is illustrative and customer-owned; the field names are the lender's, not Cobalt's API schema.
{
"entity_file_id": "EF-EXAMPLE-0001",
"borrower_entity": {
"legal_name": "EXAMPLE STREET HOLDINGS LLC",
"state_record": {
"source": "sos_api_live",
"state": "FL",
"sos_id": "FL-EXAMPLE-0000001",
"status": "ACTIVE",
"normalized_status": "active",
"filing_date": "2026-08-19",
"state_of_formation": "FL",
"officers": [{"name": "J. DOE", "title": "MGR"}],
"screenshot_downloaded": true,
"retrieved_at": "2026-09-24T14:02:11Z"
},
"county_record": {
"source": "lender_county_pull",
"deed_grantee": "EXAMPLE STREET HOLDINGS LLC",
"recording_reference": "OR Book 0000 Page 0000",
"assessment_roll_owner": "EXAMPLE STREET HOLDINGS LLC",
"sponsor_prior_deed_signers": ["J. Doe, as Manager"]
},
"closing_package": {
"source": "borrower_documents",
"operating_agreement_received": true,
"authorized_signers": ["J. Doe"],
"beneficial_owner_certification": "signed_2026-09-22"
}
},
"open_exceptions": []
}Every field carries the source that answered it.
How do person search and related-business lookups help with sponsor history?
Cobalt's help center says principal or owner name search works in some states; elsewhere Cobalt searches its own database and, if nothing is found, says the state does not support search by person.[4] Cobalt's spreadsheet marks it in 50 of 52 jurisdictions, all but the District of Columbia and Puerto Rico.[6] A multi-state search covers all 50 states and the District of Columbia in one query when you do not know the formation state.[48] For sponsor history, the API reference's Full Verification request accepts a first or last name and sends it to "all available states."[49] Find Related Businesses, an optional setting launched in beta in February 2026, takes the officer and agent names from a result, searches Cobalt's multi-state database for other entities carrying those names, returns them with address match indicators, and filters out corporations listed as registered agents.[50] Treat a name match as a lead, and confirm beta behavior with Cobalt before building on it.
What does Cobalt not do for a real-estate lender?
Cobalt is a data source, not a decisioning engine. It does not return deeds, grantor-grantee indexes, assessment rolls, recorded statements of authority, or signing authority. It returns officer and manager names only where the state publishes them, so owner identification depends on the state, and registries generally do not provide beneficial ownership information.[12] Screenshot and document links expire after three days by default and can be extended to 30 days on request, so download them at decision time.[51] The help center says a request running past about 20 seconds should be polled with its retryId or sent to a callbackUrl.[21] On September 11, live lookups that returned a record took 1.51 to 170.27 seconds, median of about 14.8 seconds, and 21 of the 153 probes did not finish within 180 seconds. Cached data refreshes on a cadence that varies by state, many roughly monthly, so a cached record is a pre-screen, not a closing-day fact.[52] For general buyer and integration questions, see the Top 34 questions about the Secretary of State API. No customer outcome is claimed for the real-estate segment, because none has been verified.
What Should the Entity File Prove Before You Fund or Release a Draw?
Which question does each source answer?
Assign each question to one source and do not let a weaker source answer it. Existence, status, formation date, formation state, and registered agent belong to the state record. Managers belong to the state record where the state publishes them and to the operating agreement everywhere. Signing authority belongs to the operating agreement, any recorded statement of authority, and the transaction consent. Ownership of record belongs to the deed and the assessment roll, beneficial ownership to the sponsor's signed certification, and contractor standing to the licensing board. A file that answers the ownership question with a registered agent's name has used the wrong source.
Which findings should stop a closing or a draw?
• Status is anything but active. Hold until the entity is reinstated and re-verified live.
• Formation state and property state differ with no foreign registration where one is required. Check the property state's rule with counsel; in Florida, owning income-producing real property counts as transacting business.[16]
• The person signing for the LLC is not on any manager list or authority document. Escalate to counsel before funding, not after.
• The owner of record on a refinance, or the deed grantee on a purchase, does not match the state record's legal name. A suffix or dropped word is usually clerical; a different entity is not.
• The contractor's license is expired, suspended, or will expire before completion. Hold the draw until the board's record changes.
• The state returns no record. Treat it as a signal: if a manual search of the state site also fails, the name on the application may be wrong or the entity unregistered.[53]
• The only name on the state record is a commercial agent. Normal for a Delaware entity, and silent on control; the operating agreement fills the gap.
Cobalt can support the first, second, sixth, and seventh checks at intake and before each draw, and the fifth in the states its contractor search covers. Its batch upload tool turns a spreadsheet of borrower entities into a downloadable CSV with entity data and screenshots, with no integration required.[54] If you are deciding which checks to automate at application and which to leave to the closing package, schedule a demo to walk through the workflow with Cobalt against the states you lend in.
.jpg){kind=small}
.png)