I'm just curious if anyone has had any problems with certified copies from the Delaware Secretary of States office.  We were working on a recording for a $3.5 BILLION commercial transaction involving a Delaware corporation that changed their name (we are doing one part of a national transaction).  We had a "certified copy" of a CERTIFICATE OF AMMENDMENT OF CERTIFICATE OF INCORPORATION from the Delaware Secretary of State... but it didn't look like a certified copy.  It looked like a regular copy of a certified copy.  There was no way to verify the signature was an "original signature," nor did the seal look like it was actually stamped on the document. 

The county did not want to accept it.  The copy came with a cover page that said that it was a "true and correct copy" of the document and it contained an "authentication number" and a Web address to verify that it was authentic.  The recorder felt that it was not their job to go online to verify the information and that even if they did, it did nothing to incorporate any evidence of its validity in the public record.

We called our client, and the client explained that this is just the way Delaware does their certified copies and when we explained that to the clerk, she accepted the documents for recording.  However, the next day the recorder called me and said that they didn't feel comfortable with it and had she, or her chief deputy, been in the office at the time we recorded it, they would have rejected it.  At this point it is already on record and I don't think there is much that can be done.  However, they are going to have a meeting with the county prosecutor to get guidance for future filings.

I decided to look into it a bit further; I called the Delaware Secretary of States office and I was told that if I have the certification page, it is a certified copy.  I asked her how I could tell that it wasn't merely a copy.  She referred me to their verification Web site for authentication.  She said that is the only way the issue certified copies now.  And according to the Web site, that is true:

Certificates from the Delaware Division of Corporations database will no longer be generated on preprinted forms with blue ink.  The Delaware Division of Corporations will be printing all certificates in black ink on standard white paper inclusive of the Secretary's seal and signature.  This affects all certificates of status, certified copies, and any other certificate generated on business entities and Uniform Commercial Code certified copies and searches. (07/01/2006)

There is one more problem with the authentication procedure that I can see... you can only get a validation on the Web site for one-year.  Thus, someone doing a title search would be unable to verify that the document was actually a certified copy after that one-year period.

This may present a problem in the future.  Most of our counties in Ohio will only accept certified copies if it has an original signature and seal.  Since Delaware prints these in black white (signature and seal included), they are indistinguishable from plain copies.

Has anyone else had to deal with this?

Best,
Robert A. Franco
SOURCE OF TITLE