Misleading Annual Report and Compliance Solicitations
National Corporate Research, Ltd. (NCR) would like to alert you to misleading compliance solicitations that are being sent to entities formed or qualified in certain states. While the majority of these solicitations relate to annual reports (or periodic reports), some of them focus on annual minutes or business license requirements. NCR is committed to keeping our clients aware of these solicitations and scams, and will alert you to new ones as they arise.
These deceptive solicitations look official and appear to be coming from the state. The common theme is that they direct the recipient to send a fee, usually much higher than the state would charge, often for services that are not needed.
A key indicator when reviewing these solicitations is to review the fine print, which will usually say something like, “This product has not been approved or endorsed by any government agency and this offer is not being made by an agency of the government.” There are subtle variations of this language that seem official.
Note that some of these solicitations do not include headings that appear to come from the state, but they include details about the entity, officers and directors and warnings about penalties and fines that could lead the recipient to believe they are official.
If you are ever unsure about the legitimacy of a notice you receive, we strongly encourage you to check with NCR before responding to the notice. We are more than happy to investigate these for you, as well as post copies to this page of our website, so that we can increase awareness and better protect our clients against these misleading solicitations.
If you have received a misleading solicitation that is not already listed below, please send an email to email@example.com with a copy of the solicitation attached.
Beware If You Receive These Notices:
Samples of Misleading Solicitations:
- Alaska Annual Minutes Form Misleading Solicitation - View the Alaska Attorney General’s Press Release about this misleading solicitation being sent from a company called Corporate Records Service.
- Arizona Corporate Filing Solicitation – View the Arizona Corporation Commission's notice about this misleading solicitation being sent from a company called Corporate Records Service.
- California Annual Business Renewal Solicitation - California LLCs are required by law to file a Statement of Information every two years. This solicitation leads LLCs to believe that they must file this report every year, in addition to charging recipient much more than what it costs to file. Another variation of this solicitation changes the headline to “California Business Renewal Center.” A third solicitation is very similar, asking the recipient to complete the attached form and send payment for an "Annual Business Registration." A fourth solicitation from Corporate Records Service is also circulating. The California Secretary of State has posted a warning and update about new laws regarding misleading solicitations.
- Colorado Periodic Report Solicitation – View the Colorado Secretary of State’s alert about this type of solicitation. There is also an Annual Minutes Requirement Solicitation circulating from a company called "Compliance Services," which asks the recipient to complete a form and send $125.
- A misleading solicitation from an entity called Corporate Records Service has been circulating in Delaware, as well as several other states. They are offering file annual corporate minutes for a fee of $125. View the Secretary of State's announcement to inform the public of this scam.
- Florida Annual Minutes Solicitation from Compliance Services - The Better Business Bureau has also posted a warning about this Florida Annual Minutes Requirement scam. Compliance Services is also sending an Annual Meeting of Shareholders and Directors solicitation. In addition, a Florida Annual Minutes Requirement Form, is being sent by a company called Corporate Filing Services and one titled “2013 – Annual Minutes Form” is being sent by a company called Corporate Records Service.
- Georgia Annual Minutes Solicitation – The Better Business Bureau has also posted a warning about the Georgia Annual Minutes Requirement scam.
- A misleading Annual Minutes Records form from an entity called Corporate Records Services is circulating in Idaho. While the solicitation asks recipients fill out a form and mail in a fee of $125, the Idaho Business Corporation Act does not require corporations file this form or pay this fee. View the Idaho Secretary of State's warning about this scam.
- Illinois Annual Minutes Records Form Solicitation – View the Illinois Secretary of State's memo about this misleading solicitation being sent from a company called Corporate Records Service.
- The Indiana Secretary of State is alerting businesses of a solicitation from an entity called Corporate Records Service. The solicitation looks official and asks recipients to send a fee of $125. Click here to view the Indiana Secretary of State's warning about this scam.
- Iowa Corporate Compliance Document– This solicitation appears that it is from a state office. It leads recipients to believe that they must fill in information about their company management, as well as pay a $125 fee in order to stay compliant. This notice is a scam, and no such document or fee is required by the state of Iowa. To view the Iowa Secretary of State’s warning about this scam, click here.
- Kentucky Annual Minutes Solicitation - The Kentucky Secretary of State's office is warning businesses of a scam from an entity called Corporate Records Service. The solicitation asks recipients to provide information regarding company shareholders, corporate directors and officers and pay a fee of $125. To view a press release from Kentucky's Secretary of State regarding this, click here.
- Louisiana Annual Meeting Disclosure Statement Solicitation – This solicitation instructs the recipient to update the “candidate names for the positions listed” (i.e. CEO, CFO, Secretary, Directors, etc…) and remit a fee of $125 to “Louisiana Corporate Compliance”. According to the Better Business Bureau (BBB), once the forms and fees are remitted, nothing is actually filed with the state. View the BBB's warning on the Louisiana Corp. Compliance Company Scam. A solicitation from an entity called Corporate Records Service is also circulating.
- Maine Annual Minutes Solicitation - This solicitation from a company called Corporate Records Services, asks recipient companies to file information and send in a payment of $125. To view the Secretary of State's warning on this scam, click here.
- Massachusetts Annual Minutes Solicitation – Despite the implications contained in this solicitation, Massachusetts corporations are not required by law to file corporate minutes with the Secretary of State. Visit Massachusetts Corporation Division and the Better Business Bureau's page for the warning notice about this type of solicitation.
- Michigan Annual Minutes Solicitation - A non-governmental entity called "Michigan Corporate Compliance Company" has been sending a form called the "Annual Meeting Disclosure Statement" to businesses in the state. The solicitation looks official and implies that the recipient must complete and return the form, along with a payment of $125, to avoid "administrative dissolution or revocation." Annual meeting minutes are not required to be filed with the Michigan Corporations Division. To view the Michigan Department of Licensing and Regulatory Affairs warning about this misleading solicitation, click here. Another Annual Minutes Form Solicitation from an entity called Corporate Records Service is also circulating.
- View the Missouri Secretary of State's message about an Annual Minutes scam from Corporate Records Service.
- Nevada Annual List of Officers, Directors and Registered Agent and State Business License Application – The fact that these kinds of solicitations include all of the details about the business, including the state file number and names of officers and directors, could lead recipients to believe it is coming from the Secretary of State. View Nevada Secretary of State’s advisory about these misleading solicitations. Note that in December of 2011, a company called Registered Agent, Inc. reached a settlement with the Nevada Attorney General’s office that bars them from misleading businesses with these types of solicitations. For details, click here.
- New York Annual Minutes Solicitations – Two forms are circulating. The Corporate Records Compliance Office solicitation asks recipients to fill out a form and submit $120. New York's Attorney General sued this company and got refunds for the victims. The Corporate Records Service solicitation is similar, and asks recipients to send $125. Note that while New York Corporation law does have requirements regarding holding annual meetings and electing officers and directors, unlike this solicitation would lead the recipient to believe, there is no requirement to file this information.
- North Carolina Annual Minutes Form Solicitation - A misleading solicitation is being sent by a company called Corporate Records Service. The form asking recipients for company information, as well as a payment of $125. North Carolina Law does not require you to file corporate minutes with the Secretary of State's Office or pay this fee. View the Secretary of State's warning about this solicitation.
- Ohio Annual Minutes Disclosure Solicitation - This form is from a company called Ohio Corporate Compliance, and asks recipients to submit $125 along with the completed form. Ohio corporations are not required to file corporate minutes with the Ohio Secretary of State's office. View the Ohio Secretary of State's warning about this misleading soliciation.
- View the Oregon Secrectary of State's message about an Annual Minutes Statement solicitation from Corporate Records Service.
- Pennsylvania Annual Minutes Disclosure Statement Solicitation - View the misleading solicitation which asks businesses to file information for an "Annual Minutes Disclosure Statement" and send in a payment of $125. This is NOT required to be filed with the Department of Sate or the Secretary of the Commonwealth. See the Pennsylvania Department of State's warning about this scam. The U.S. Attorney’s Office for the Middle District of Pennsylvania has filed a civil complaint seeking a permanent injunction against the operator of Pennsylvania Corporate Compliance for this alleged fraudulent mailing scheme.
- Rhode Island Corporate Compliance Solicitation – An official-looking mailing is asking recipients to submit an "Annual Disclosure Statement,” as well as a payment of $125 to "Rhode Island Corporate Compliance Business Services Division." This mailing is NOT from the Rhode Island Secretary of State. View the Secretary of State’s warning about this scam.
- Tennessee Annual Report Solicitation - Tennessee's Secretary of State is warning businesses of a corporate scam from a company called Corporate Records Service. The solicitation looks official, and asks recipients to send a payment of $125. To view the Secretary of State's alert about this scam, click here.
- Texas Annual Minutes Records Form Solicitation - A solicitiation from an entity called Corporate Records Service is asking businesses to complete a form and send in a payment of $125. Though the document looks official, this is NOT required to be filed. The Texas Secretary of State has posted a warning about this scam.
- The state of Washington has posted a consumer alert about misleading compliance scams. The alert warns that “Compliance Services” or “Corporate Records Service” (not to be confused with Washington corporation “Compliance Services, Inc.”) is mailing notices to business entities requesting that “Annual Minutes” and a fee of $125 be sent to them for filing. Annual minutes are NOT required to be filed with the WA Secretary of State. The alert advises that questions about these notices be sent to the Corporations and Charities Division at firstname.lastname@example.org or recipients can call them at (360) 725-0377.
- Wisconsin Annual Minutes Form Solicitation – View the Wisconsin Department of Financial Institution's warning about a misleading solicitation being sent from an entity called Corporate Records Service.
- Wyoming Annual Meeting Discloure Statement - The Secretary of State is warning of a misleading solicitation that is being sent to businesses in Wyoming. The solicitation asks recipients to fill out a form disclosing company information and mail in a fee off $125. This, however, is a scam and no such form or fee is required.