Many of our clients have asked about a very official looking letter in their mailbox, warning of the importance of making certain compliance filings, and requesting a fee for submission. These letters are from a private company and can be rather misleading.
It seems the California Secretary of State agrees that they are misleading. They were concerned enough to issue a formal notice recently titled “Customer Alert Regarding Misleading Solicitations.”
The warning lays out some of the characteristics of these letters:
Appear similar to a Secretary of State Statement of Information form;
Contain an official-looking seal;
Quote a specific statute or other law on the form to be filled out and returned;
Imply that failing to return the form and pay the requested fee may place the entity in legal jeopardy, or might cause the entity’s filings with the California Secretary of State to be in default or noncompliant status;
Contain a reference to a “file number,” “Corp Number,” “Corporation Number,” or “Control Number” that does not match the number assigned to the entity by the California Secretary of State;
Reference or quote Corporations Code sections inapplicable to the type of entity being solicited, such as Code sections applicable to corporations when soliciting a limited liability company;
Reference an “annual fee” or “annual payment” rather than a filing fee and that is in excess of the filing fee for a Statement of Information;
Provide an estimated processing time for “minutes” to be prepared and mailed to the entity;
Indicate the submitted information will be treated as private and confidential.
So, let’s be very clear: The Secretary of State is not related to these private companies. You do not need to make filings through such a business.
That said, there are annual requirements, such as the filing of the Statement of Information, for both corporations and limited liability companies. You do not want to miss the deadline on this: if you do not file it by the annual due date, the $25 filing fee gets hit with a $250 late fee.
If you have any questions about what is required and how to file it, please contact us. We’d be happy to answer your questions.
UPDATE: here is a description of complaints on the issue from the LA Better Business Bureau: Corporate Compliance Recorder
