Consumer Alert For Corporate And Non-Profit Entities Regarding Corporate Records Scam


We are once again entering the season when most for-profit and non-profit corporations file their annual reports with the Secretary of State or other applicable agency in the states where they are organized as well as the states in which they are qualified to do business as foreign entities.

And, just as in years past, many corporations are receiving official-appearing solicitations urging them to submit corporate information and send payment in order to complete an annual minutes requirement or similar statement. These solicitations are covering a growing number of states. Typically, these solicitations

  • cite corporate statutes regarding corporate records and annual meetings in order to appear official,
  • request that the corporation “file” information relating to the corporation’s directors, officers and shareholders for the completion of annual minutes, and
  • urge the target corporation to complete an official-looking form with an official-sounding designation and submit a fee by a particular date.

While most states have annual reporting requirements, including the provision of information about directors and officers and the payment of a fee, Maine, New Hampshire, Massachusetts and Rhode Island, like most states, do not require that a corporation file minutes of its annual meetings of directors and shareholders with the state. The solicitation will often acknowledge this fact in its fine print. Furthermore, it is important to remember that any official notice a business receives will generally carry the seal of the applicable state, the name of the Secretary of State or other applicable state official, as well as contact information for the relevant state agency.

Observing regular corporate formalities and keeping proper corporate records are an important part of being sure that the statutory advantages of doing business through the corporate form remain available, and annual meetings of directors and shareholders (or written consents in lieu of such meetings) are an important part of such corporate maintenance. However, such items are best completed with the assistance of an attorney who has taken the time to become familiar with the company’s business, rather than paying a fee for boilerplate forms, sight unseen, based on an unsolicited communication from a third party unfamiliar to you.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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