Data Sales: Considerations when Selling Kathy Berg, Utah Julia Dale, Michigan Jeff Landerfelt, Nevada Tim Moss, United Kingdom

Michigan Data Sales Types of Data Sales Copies of the Corporations Division Database Lists of new domestic profit and nonprofit corporations, profit and nonprofit foreign qualifications and limited liability companies for the current and subsequent months. Data Format For the large contracts, data is transferred once a week via FTP directly to the customer. The entity lists are provided in printed format.

Michigan Data Sales (continued) Fees Initial setup charge for computer generated report is $20/request There is a $.03 charge per record on each list The costs for entity lists average $75-$100/month for new corporations and $100-$125/month for new limited liability corporations. There are two subscribers for this data. A purchaser may purchase up to two copies of the complete master file (copy of the Corporations Division database) during any calendar year at a cost of $20,000/complete copy. Weekly updates are provided at a monthly cost of $4,500. There are six active data contracts that renew on a yearly basis. This results in $344,000 in revenue each year. Statutory Authority for Fees Each of the following Acts, administered by the Corporations Division, provide for the administrator to charge fees pursuant to a schedule approved by the State Administrative Board Section 1060(6) of Act 284, P.A. 1972, Business Corporation Act Section 1060(4) of Act 162, P.A. 1982, Nonprofit Corporation Act Section 1107(c) of Act 213, P.A. 1982, Revised Uniform Limited Partnership Act Section 1101(4) of Act 23 of P.A. 1993, Michigan Limited Liability Company Act The current fee schedule was approved by the State Administrative Board on August 6, 1991.

Michigan Data Sales (continued) Contract Specifics Renews at the start of the fiscal year When purchaser displays the data on a video terminal it must include the following wording, or a similarly worded statement, on the menu screen, or at the beginning of each corporation record: THIS DATA IS FOR INFORMATION PURPOSES ONLY. CERTIFICATION CAN ONLY BE OBTAINED THROUGH THE MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS, CORPORATIONS DIVISION. Purchaser shall not sell, exchange, lease, license, transfer, or assign the Corporations Division Data, in whole or part, without prior written consent from the Department of Licensing and Regulatory Affairs

Nevada Data Sales Types of Data Sales Corporations Uniform Commercial Code (no collateral information) Active Notaries Report Type Customized User selects from a wide variety of “Results” fields User sets the parameters of the “search” criteria User may select to have the report run automatically Daily Monthly Weekly User may save unique searches, by name, in library of “My Data Reports” to be run only when directed by the user Full, Unabridged Database Dump Data Format The purchaser of the data can select the format of the data from the following: Excel Spreadsheet Access Database Text File – Fixed width or delimited

Nevada Data Sales (continued) Fees Data Download - $58,000 in FY 2014 Subscription - $500 per month Unlimited reports against any available data sources (Corporations, UCC, Notaries) May set to run automatically at any interval of your choosing May auto-send to an FTP server Potentially no human intervention between two systems Per Report - $25 per report plus $.0005 per records, maximum fee of $125 Copy of Public Record - $2.7 mil. In FY 2014 $2 per page Statutory Authority NRS provides that a governmental entity may charge a fee for providing a copy of a public record, though such a fee must not exceed the actual cost to the governmental entity to provide the copy of the public record. NRS Is the default authority for the fee associated with bulk data download. No statute addresses specifically the sale of bulk data or the corresponding fee. NRS Title 7 - Throughout Sets specific fees for copies of records Is the default authority for the fee associated with bulk data download. No statute addresses specifically the sale of bulk data or the corresponding fee.

Nevada Data Sales (Continued) Customized Reports (Corporations) Results Fields – Fields you want to appear on your report Corporate Actions Fields Action date Action Type Effective Dates Corporate Officers Fields Names Addresses Type Status Corporation Stocks Fields Share Count & Value Corporations Fields Names Addresses Type Status List Due dates Resident Agents Fields Names, Addresses

Nevada Data Sales (Continued) Customized Reports (Corporations) Search Criteria – Parameters (Limitations) for Results Fields Corporate Actions Fields Action date – set date parameters Action Type – specify which types, such as Conversions, Dissolutions, Amended Lists, Stock Splits Corporate Officers Fields Specify Active, Inactive, or Either Addresses – May limit to State, County, City, or Zip Type – May limit to particular type if you wish Corporations Fields Annual List Due Date – limit to particular time frame Creation Date - limit to particular time frame Expired Date - limit to particular time frame Type – Domestic Corp, Foreign LLC, Service Mark, etc. Status - Cancelled, Dissolved, Revoked, Converted Out, etc. List Due dates Resident Agents Fields Names, Addresses

Nevada Data Sales (Continued) Customized Reports (General Tab)

Nevada Data Sales (Continued) Customized Reports (My Data Reports)

Utah Data Sales Types of Sales Corporations Data Includes Bulk Data downloads and image files Can order entire file dump or specialized lists or images UCC Data Includes Bulk Data downloads and image files Can order entire file dump or specialized lists or images Fees Business Entity Bulk Data $0.01/record for a full download Customized lists are available for $0.05/record with a $5/minimum search fee Filing images are available for $2/image UCC Bulk Data is $1,000 for a full download UCC filing images are $2/image How it is provided Reports and copies are provided in-person; via mail, fax or . Bulk downloads are available via lists – comma delimited text files Images are provided by with a link to download – link active 14 days Timing Data lists are provided as customer designates: weekly, monthly, etc Images and specialized lists are available on demand

Utah Data Sales (continued) Statutory Considerations UCA §63G states that every person has the right to inspect a public record free of charge, and the right to take a copy of the public record during normal working hours. UCA §63G allows the office to charge a reasonable fee to cover the cost of providing the record. Records of the Department of Commerce that evidence incorporations, mergers, name changes and UCC filings are considered public records UCA §131-2(3) – (a) states that the department is permitted to adopt a schedule of fees assessed for services provided by the department, including data access.

Companies House Registrar of Companies for England and Wales Companies Act Functions Registrar’s Statutory functions incorporating companies and registering changes to details dissolving companies and striking off defunct companies ensuring compliance with statutory disclosure requirements making information available for public inspection & use …anyone has the right to inspect the register and anyone has the right to a copy of any material on the register…. … the information exchange …

Special Considerations when Providing Data Personal Identifying Information (PII) This includes social security numbers and tax ID numbers How is PII defined in statute in your jurisdiction Is it a problem that you don’t know you have? How do you ensure you have “clean” data to provide to customers Does your contract address the PII problem Data providers vs. Data consumers Compliance issues for the data consumers What is the risk to the consumer who purchases data that contains PII

Special Considerations when Providing Data (continued) Public Records statutes Jurisdictions have public records/open records statutes that require access to records for little or no charge, how do you address these requirements when charging fees for access to what could be considered public data? You need to be able to distinguish between the public data and bulk data Distinguish the format in which it is being provided Distinguish the availability and transfer of the data

Special Considerations when Providing Data (continued) Transfer of the Data How is the data being provided to the customers? What is included with the data? If it is just a data dump, are there data fields that might contain information that you do not want to share? E.g., employee reference information What methods are available? FTP Ensuring access is limited to the specified users CD/DVD Contracting Issues The PII issue How are customers allowed to use the data Corporate Records scams Ways to include contract language to resolve issues