by Ryan McKeen
Numerical corporations or LLCs are the bane of my existence as a lawyer. As best as I can tell, exactly 2 of my prior 474 posts have had any impact on the law. One post triggered a change in the practice book to help exempt registration of personal Facebook pages from registration with the Statewide Grievance Committee and another a Supreme Court case.
Basically, business entities in Connecticut can incorporate with whatever name its principals want with some minor limitations.
The target of this post is entities with names such as “123 Main Street, LLC” or “567 Brothers, Inc.” There’s nothing inherently offensive about either of those names. The devil is, where it he usually is, in the details. In this case, the details are in the indexing.
Connecticut has 169 towns and 169 town clerk’s offices. Staff in town clerk offices ranges anywhere from about 2 to 8 people. This leads to inconsistent indexing not only from town to town but within town records.
For example, “123 Main Street, LLC” may be indexed as “123 Main Street, LLC” or it could be any of the following:
“One Twenty Three Main Street, LLC”;
“One Two Three Main Street, LLC”;
“One Hundred and Twenty Three Main Street, LLC”;
or sometimes the entity is only found by searching “Main Street, LLC”.
I’ve seen it all ways. It’s frustrating to search for “123 Main Street, LLC” and find only a partial record of title. For example, I recently came across a release of a mortgage for “123 Main Street, LLC” recorded under “One Twenty Three Main Street, LLC”.
My point is that land records are important. It’s important that records are properly and consistently indexed. One never encounters problems while searching for “Main Street, LLC”. Problems arise when entities begin with numbers.
It’s not going to win anyone an election in the fall but the legislature should strongly consider preventing business entities that begin with numbers. It’s actually a small step in making Connecticut more business friendly.