The public record is open before you sign an NDA.

Before an NDA is signed, the public record shows whether the target entity exists, how its state rates its standing, what liens are filed against it, who has sued it, and which regulators hold a file. Brand ownership and federal customers are open too. None of it requires contacting the broker.

What can you find out about a business before you sign an NDA?

Public records answer the questions that kill a deal fastest: whether the entity exists, whether it is current with the state, what is filed against it, who has sued it, and which agency holds an enforcement file. None of it requires a broker call.

Order matters: work from the fastest killers down. I pull the entity record and the lien index before I read a single financial statement. This first pass does not replace diligence after signing; it decides whether that diligence is worth doing.

Does the company legally exist, and what is its true legal name?

Secretary of State records show whether an entity exists, when it was formed, its state of organization, its current status, its registered agent, and its filing history. Status language varies: active, good standing, delinquent, administratively dissolved, revoked, forfeited. Read that status line first.

Status usually turns on the annual report and the franchise tax. A business that stopped filing is telling you about its back office. One dissolved and later reinstated is telling you more. Reinstatement is state-specific, often discretionary with the filing officer, and conditioned on curing every delinquent report and tax. The seller must obtain it, and that takes time.

Pull the filing history, not the summary screen. Amendments show former names; mergers and conversions show predecessors. Separate the legal name from the trade name; the sign on the building is rarely the name on the certificate. Assumed name and DBA registrations sit at the state level in some states, the county level in others. Every later search is a name search.

Then check qualification where the business operates. Registration is generally required to transact business in another state, with the definition set by that state’s law, so absence is a question rather than a conclusion. In many states an unregistered foreign entity cannot sue there until it registers and pays.

The record proves an entity by that name is registered, and what the state says about its standing. It does not prove solvency, or that the assets, lease, or licenses belong to it. Registration is not ownership.

What liens and financing statements are filed against the business, and where do you look?

UCC financing statements are filed where the debtor is located, not where the collateral sits. A registered organization is located in its state of organization. An individual is located at the principal residence. An unregistered organization is located at its sole place of business, or its chief executive office.

The exceptions are where filings hide. Fixture filings, as-extracted collateral, and timber to be cut go in the local land records instead. The search is name-driven too: the name on the public organic record controls, and a variant comes back empty.

Law: U.C.C. 9-301, 9-307, 9-501, 9-503, 9-506, as enacted in the relevant state.

Searching only the operating state therefore misses every filing against an entity organized elsewhere. I search the legal name, every prior name, and the owner’s own name, and I refuse to assume the three come back the same.

Then read what you find. Equipment finance filings against specific collateral are ordinary. So is a bank term loan. A stack of filings by short-term receivables funders, close together in time, each claiming all accounts and proceeds, is not. Price that pattern into the seller’s working capital story.

A financing statement is not a bill. It is notice that somebody else got there first, and that the business was willing to pay for speed.

Federal tax liens are separate. A notice is filed in the office within the state designated by that state’s law, based on where the property is treated as situated under the regulation: real property where the land sits, personal property at the taxpayer’s residence, for a corporation its principal executive office. An old notice may no longer be effective, because the statute requires refiling.

Law: 26 U.S.C. 6323(f), (g); 26 C.F.R. 301.6323(f)-1.

State tax enforcement sits in the revenue department’s lookup and in the county index where a warrant is recorded. Check both, then the judgment index for the entity, each DBA, and the owner. A docketed judgment proves only that judgment was entered: many are default or consent judgments.

Read the dates as closely as the names. A paid-off filing can sit on the index if nobody filed a termination. But a financing statement is generally effective for five years, and a continuation can be filed only in the six months before expiration, so an entry without one may be lapsed rather than live.

Law: U.C.C. 9-513, 9-515, as enacted in the relevant state.

How do you read a company’s litigation history?

Federal dockets are searchable by party name through the federal courts’ electronic access system, which charges by the page under a published fee schedule. Most small-business litigation sits in state and county courts, where coverage and index quality vary from one state to the next.

Read that fee schedule first. The per-document cap on case documents does not apply to name searches, non-case-specific reports, or transcripts, so a wide name sweep is billed differently from one docket.

Source: Electronic Public Access Fee Schedule, Administrative Office of the U.S. Courts.

Read for pattern, not for the single case. One customer dispute is noise. Six collection suits by suppliers is a cash flow history. A cluster of wage claims is a management history. Liens, judgments, and employment claims inside the same eighteen months describe a year the seller may not volunteer.

Which regulators publish records on the business, and what do they show?

Regulators publish some of what they hold, not all of it. Licensing boards publish status and discipline. Motor carriers appear in federal safety records. Environmental compliance is published facility by facility. Food inspections sit with county health departments. Open investigations are commonly withheld until formal action.

Start with the license that lets the business operate at all. Who holds it, the entity or an individual who may be the seller? What happens to it on a sale of the entity or of the assets? Transferability is governed by state statute and board rule; many licenses do not pass with assets, and a change of ownership often requires prior approval or a new application. Put that question to the board in writing. On an alcohol license a state authority and often a local body each have a say, and neither is obliged to say yes.

• Transportation. The federal motor carrier safety snapshot publishes identification, size, commodity information, safety rating if one exists, a roadside out-of-service summary, and crash data. Read that out-of-service rate before the add-backs.
• Environmental. The EPA’s compliance site reports permit, inspection, violation, enforcement, and penalty information facility by facility. It matters wherever there is a shop floor, a tank, or a discharge.
• Workplace safety and wages. Federal inspection and enforcement records are published by the Department of Labor; state plan states publish their own.
• Health and food service. Inspection reports are county-level and usually posted. Score history says more than the last visit.

Source: FMCSA, SAFER Company Snapshot; EPA, Enforcement and Compliance History Online; U.S. Department of Labor enforcement data.

Can you see the company’s customers and its brand rights?

Federal customers are public. USAspending.gov publishes award data by recipient, agency, and place of performance, drawn from the Federal Procurement Data System. Department of Defense and Army Corps of Engineers submissions carry a ninety-day delay, and not every entity of government is required to report.

Source: USAspending.gov, About the Data; Data Sources.

Read the award dates and option periods. A company whose revenue rests on one contract with one remaining option year is a different purchase than the listing suggests. It cuts against you too: a target working as a subcontractor may never appear as a prime recipient.

Brand rights are public as well. The federal trademark register shows what is registered, who owns it, and its status. The USPTO’s Assignment Center holds recorded trademark assignment information from 1955 to the present, where chain of title and recorded security interests appear. Recording is not required to bind the parties, so the register shows what was recorded, not everything signed. If the mark belongs to the seller personally, raise it on the first call.

Source: USPTO Assignment Center, trademark assignment search.

What do public records fail to show?

Public records have two honest limits. They lag, and their silence means nothing. Annual reports come once a year. Terminations of satisfied liens are filed when somebody bothers. Every record you read is a photograph of a past moment, not a live feed.

The second limit is harder for a motivated buyer to accept. Finding nothing is not a finding. Dockets never show what settled before filing, what went out as a demand letter, what was arbitrated, or what was sealed. A clean lien search may mean clean collateral, or a search run against the wrong name in the wrong office.

An empty docket is not a clean record. It is an empty docket.

Whole categories never reach the public record: customer concentration, owner dependence, deferred maintenance, handshake arrangements with suppliers, and whether the add-backs are real. Those come after the NDA.

How does running this before contact change the first conversation?

Running the public pass before contact reverses the usual information flow. You arrive at the first broker call knowing the legal name, the standing, the lien stack, the litigation pattern, and the regulatory file. Every answer can then be checked against a filing.

Signing a confidentiality agreement and asking for the seller’s financial package puts you into a process. At this size that package is usually a short profile, a few years of returns, and a spreadsheet of add-backs, not the bank-style offering memorandum used on larger deals. Expect a lender to run its own searches, and nothing you find obligates it or the SBA to approve anything.

On SBA rules, state the date. As of October 2026, the operating procedure for 7(a) lenders is SOP 50 10 8.1, announced by SBA Information Notice 5000-880695 on August 14, 2026, reissued with technical updates by Notice 5000-882227, and effective October 1, 2026. Its predecessor, SOP 50 10 8, took effect June 1, 2025 for applications issued an SBA loan number on or after that date. A lender applies the version in force when the loan number issues, so confirm the current version rather than treating any rule as permanent.

One SBA item is itself a free pre-NDA check, stated as of the same date. SOP 50 10 8 reinstituted the SBA Franchise Directory effective June 1, 2025, carried forward under the current SOP, so whether a franchised brand appears today is something you can look up. A listing is not an approval.

Source: SBA Information Notices 5000-866746, 5000-880695, and 5000-882227.

What should you do first on the next listing you look at?

A first pass on a listing runs from the fastest killers to the slowest and produces a go or no-go on signing the NDA at all. Work the sequence in order and write down what each source actually says, because the same names feed every later search.

• Identify the legal entity from the website footer, the license number, the DOT number, or the trade name registration, and note its state of organization.
• Pull the Secretary of State record: status, formation date, registered agent, amendments, prior names, qualifications.
• Search UCC filings in the state of organization and the operating state, against every name, then land records for fixture filings.
• Search the county index for judgments, tax liens, and mortgages, against the entity, each DBA, and the owner.
• Search federal dockets by party name, then the state courts for the business and owner counties.
• Pull the regulator file, and ask the board in writing what happens to the license on a sale.
• Search federal award data by recipient name, then the trademark register and its assignment records.
• Write the three facts that would make you walk away, then decide whether to request the NDA.

If the pass turns up a lien stack, a dissolved entity, or a license held personally by the seller, you have not lost a deal. You bought the cheapest information in the transaction, and you still have not told the seller your name.