The Corporate Information Scams – Minutes, Statements, and Posters

published August, 2009

If you have a business, you’ve probably seen scary official-looking letters soliciting you to send in some information, along with a check. I’ve just got another one in the mail for a corporation we just formed from the “Compliance Recorder.” It does actually have the words “This is not a government document” on the outside of the envelope, so I’ll give them credit for that at least. They also say in small print that you’re not under obligation to make a payment unless you “accept this offer.”

I am most impressed by the “Control Number” 101825 printed to look just like the stamp from the real Secretary of State’s office. I’m hoping to get another one soon, so I can see if it’s the same number!

This offer is for generating minutes. They ask for “verification” of the address and officers and shareholders, which isn’t quite enough to create minutes, in my mind.

There’s also an outfit that offers to file your Statement of Information for around $125.

There really is a requirement to prepare at least annual minutes for corporate meetings, and you really are required to file a Statement of Information with the Secretary of State’s office once a year (not just in California).

The minutes are a document you can probably make yourself—follow the form of your first minutes for both a Shareholder Meeting and a Board of Directors Meeting. If you’re the only person, you meet with yourself and write it down. Stick a copy of the minutes into your Corporate Notebook. Minutes should include any actions on the corporate level, like lending an officer or member money (which also needs a note, interest rate and payments!). If new officers are appointed, or if new directors are elected, it also needs to go into the minutes.

The annual Statement by Domestic Stock Corporation form informs the Secretary of State where to find you-all, and who the officers and directors are. There’s a filing fee of $25 for corporations, $20 for non-profit or LLC’s. You can do it on-line at

You’re required to do both these things once a year—the exact date is determined by when your corporation started.

If you need some help with these, don’t hesitate to call. We’ll help you prepare and file this year, but you’re welcome to do this yourself going forward.

Here’s what the Secretary of State of CA says about these scams:

Please note that submitting the fees and filings required by the Corporations Code to a third party for filing with the Secretary of State, does not meet the business entity’s statutory obligation to file a Statement of Information with the Secretary of State. Also, please note that each business entity is required to keep records, books and minutes of its proceedings, however, these items are not filed with the Secretary of State.

Neither the SOS nor I am saying these services don’t do the filing for you, even if it is quite pricey, but if you pay some “third party” and they don’t actually do the work, your corporation/LLC is still on the hook for the “real” filing.

We’re considering adding a service for 2010 where we would file the required report with the Secretary of State and assist with annual minutes. Would you be interested in this service? Let me know!

There are posting requirements for employers as well, with the same kind of associated scam. Try either Costco or the Cal Chamber of Commerce to get a reasonably priced set if this applies to you: