This article appeared in
April, 2018

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Assigning Certificates to Correct Companies

It is quite common in this hobby to find slight spelling differences on certificates issued by the same company. For instance, one variety of certificate might show the company name as the "Huge Shipping Company" and another might be titled, "The Huge Shipping Company, Inc." Did those certificates come from the same company? Quite often, minor text changes like "The," "and" and "Inc." signal substantive corporate changes.

As a cataloger, I spend significant time researching corporate names and incorporation dates in efforts to properly attribute certificates to specific companies. Oftentimes, I find myself “in the weeds” trying to unravel corporate reorganizations, name changes, mergers, printer oversights and accidental naming similarities.

While I do not like reporting this, I have discovered that almost all published references ignore slight spelling differences. Consequently, I strongly advise collectors to never trust fully the corporate names they find in published sources. That warning includes official state documents.

Unless examining original documents, researchers must realize they are dealing with derivative information. Every derivative source injects biases, opinions and speculations. Consequently, always seek confirmation from independent sources if any exist. Frequently, our certificates are the only sources we have that quote true company names and even some of those are inconsistent.

If collectors find certificates that vary only in the use of important keywords such as “Company” versus “Corporation,” or "Railroad" versus "Railway," they are almost certainly dealing with two different companies. When trying to assign certificates to proper companies based on lessor information, the problem is more challenging.

For instance, it is highly common to find different varieties of certificates with identical names that actually represent two or more separate incorporations. Admittedly, not all collectors will care, but many will.

Once collectors delve into corporate histories, it becomes increasingly important to discover the exact dates when corporate entities began or evolved into others.

Regardless of the volume of information available on the internet, finding reliable information about most companies is still terribly hard and often impossible. I plan to talk more about corporate demises in a future article, but for now, I want to address corporate beginnings. I stress that pinpointing corporate birth dates remains fraught with uncertainty.

Until the mid-1800s, many states, and even the U.S. government, created corporations or issued corporate charters through acts of their legislatures. The dates of passage of those acts should be rock-solid indications of official incorporation dates. Nonetheless, references often quote dates weeks or months earlier. Some of those dates include dates when acts were offered to committees, dates when articles of incorporation were signed and even dates when organizers first met and agreed to pursue corporate structures.

As the country grew, legislatures ultimately stopped voting on individual company charters and handed the job over to Secretaries of State. Those bureaucracies generally require companies to file certain documents in order to incorporate. One would naturally assume that official incorporation dates would be the dates when all necessary paperwork had been accepted and recorded with appropriate authorities. Easy.

If only that were true!

In practice, official corporate birth dates were the dates when documents were recorded and that might have been days or weeks after acceptance. Official dates of incorporation get confused further when companies incorporated in multiple states or amended their articles of incorporation.

Only a few months ago, I discovered instances in Colorado where some companies filed articles of incorporation with one or more counties in addition to the state. I have even encountered records where the state of Colorado recorded the dates when companies provided proof of acquiring their corporate seals.

During my research, I have seen references report all of these date variations as official incorporation dates. Consequently, I conclude that identifying the exact date of incorporation with a high degree of confidence is a fool’s game. There is simply too much disagreement.

I accept that we can usually narrow incorporation dates to the nearest year with a high degree of confidence. Narrowing dates to the nearest month is more difficult and probably accurate less than 90% of the time.

In many business specialties, we need to identify dates when two or more companies merged or consolidated. We also need to learn if such combinations created new companies. If so, did those new companies originate on the specific days of consolidation or were they formed before or after the fact? The answers are often cloudy. Even when formation dates seem clear in references, deep research frequently divulges other dates and other opinions.

It appears to me that the majority of published references either did not recognize or did not care about official names or official incorporation dates. A substantial number of authoritative references chose to quote dates of first operation as the birth dates of companies. As a collector and cataloger, the date of first operation – or last day of operation, for that matter – is historical but irrelevant.

If there is any take-away in this discussion, I hope to convince collectors to view “factual references” with a certain degree of skepticism. Not disbelief, mind you. But a realization that every reference, no matter how well-meaning, may have inadvertently repeated earlier opinions and beliefs. It is crucial to get as close to original documentation as possible.