Secretary of State Alerts

Beware of Business Compliance Schemes

Unfortunately, business owners are often targets of scams. And, many of the common ones involve phony state agency documents or postcards warning you of penalties if you don't order particular state documents. If you receive an official-looking document or a postcard that demands you take action to preserve the good standing of your business, please review it carefully and read the small print.

If you are not sure, please contact us and we will assist you. If fact, using a professional Registered Agent service, such as NRAI, is an excellent way to ensure you are not duped into wasting time and money by scam artists. Our professional compliance experts are trained to distinguish legitimate, must-see correspondence from bogus solicitations.

Different Name, Same Game

Compliance filing solicitation scams are perpetrated in different states by companies using different official-sounding names. But, all these scams use the same basic ploy. They are out to trick unwary business owners into spending money unnecessarily by sending official-looking documents. These companies will send an official-looking form (often styled as an "Annual Minutes Form") or a postcard threatening fines if you don't have provide information and a payment by a certain date in order to obtain a "Certificate of Existence" on your behalf.

Companies identified include: Division of Corporate Services (Texas and Pennsylvania); Corporate Records Service (Delaware and Alaska); Annual Business Services (Oregon). But, whenever the state is able to shut down one of these companies, the scammers simply re-enter the market using a new name, so be aware this roster of companies often changes.

Among the states that have issued notifications about this scam include Alaska, Arizona, California, Colorado, Delaware, Florida, Georgia, Illinois, Louisiana, Massachusetts, Michigan, Nebraska, Nevada, New York, Oklahoma, Pennsylvania, Texas, Washington, and Wyoming.

Warnings By State

Alaska  (11/5/2015)
The Alaska Division of Corporations, Business and Professional Licensing has issued a consumer report regarding solicitations requesting both money and information from Alaskan businesses by an entity identifying itself as “Alaska Council for Corporations.” Consumers should note the State of Alaska is not requesting this information from businesses and the entity does not provide services on behalf of the State of Alaska. The alert can be viewed here

Arizona (5/13/2016)
Arizona’s Corporation Commission has warned business owners about a solicitation from “United Filings” urging them to pay for services to get their Certificate of Good Standing. While the solicitation is designed to look official and contains the company’s name, address, and entity number, the Arizona Corporation Commission stated that it has no affiliation with United Filings. The alert and an example of the solicitation can be viewed here.

California (5/27/2014)
California’s Secretary of State warns that California businesses are being sent letters directing them to submit $49.50, respond by a certain date, complete a form, and send the money and documentation to a private entity named "California State Corporations" in order to obtain a "certificate of status." The Secretary of State advises that “these Certificates of Status are fraudulent because only the Secretary of State can issue a Certificate of Status.” For information on the scam, examples of the misleading communications, and actions to take if your business receives a letter, view the alert here

Colorado (2014)
Colorado’s Secretary of State has indicated “possibly deceptive solicitation issued by ‘Compliance Services’ entitled ‘Annual Minutes Requirement Statement Directors and Shareholders’ is being sent to Colorado businesses. The company offers to prepare “documents to satisfy the annual minutes requirement for a $125.00 fee.” The Secretary of State cautions that, although there is a requirement that most corporations keep annual minutes, there is no requirement to file these with the state or any third-party. See the text of the warning and a sample letter. 

Delaware (2013)
Secretary of State notification can be found here.

Florida (8/31/2016)
The Florida Department of State has posted a consumer alert about unofficial fictitious name registration renewal solicitations. The alert states that these unofficial notices, which solicit a $125 fee, are not from the Department of State and should not be confused with the State’s official notices. The alert can be viewed here.

The Georgia Secretary of State has issued a warning to Georgia businesses about a postcard scam that indicates that the business receiving the postcard has a “potential compliance violation” and must contact the entity sending the postcard to avoid penalties and fees. The Secretary of State advises that companies ignore the postcard. The complete warning can be found online

Illinois (10/6/15)
Illinois Secretary of State Jesse White has issued a warning to Illinois businesses about a scam in which a firm is contacting businesses in an attempt to collect a $125 fee to fill out the corporation’s “Annual Minutes Records Form”. Secretary White advises that corporations are not required to file a “Minutes Records Form” or pay such a fee to the state or any private entity and recommends that corporations do not reply to the solicitation. The complete warning can be found online

Scams directed at business corporations continue to be an ongoing problem, particularly in the current economic market. These scams can take the form of solicitations that appear to come from a government agency, but do not, and offer assistance in performing non-existent or non-required services. Click here to view a sample of the document sent by the "Indiana Corporate Compliance Company."

Louisiana (8/25/2015)
Louisiana Secretary of State Tom Schedler has issued a warning regarding a new postcard scam that indicates that the receiving business has a “potential compliance violation” and it must contact a “Business Compliance Division” to avoid penalties and fees. Secretary Schedler advises businesses to discard the postcard since it did not come from his office. The complete warning can be found online.

Secretary of the Commonwealth notification can be found here.

Department of Licensing and Regulatory Affairs notification can be found here.

Secretary of State notification can be found here.

New York
Attorney General notification can be found here.

Department of State notification can be found here.

Tennessee (10/19/2016)
Tennessee’s Secretary of State has issued a warning to Tennessee businesses regarding a solicitation titled “2016 - Annual Records Solicitation.” Businesses are receiving a solicitation that offers to file annual reports with the Division of Business Services for companies in exchange for a $150 fee. The Secretary of State notes that the company sending out this solicitation is not affiliated or associated with the Division of Business Services and reminds that the standard fee for filing an annual report is only $20. The complete warning can be found online

Many Texas business entities have received a solicitation for the Annual Minutes Disclosure Statement from a Los-Angeles based entity calling itself the “Office of the Compliance Recorder.” This solicitation implies that Texas businesses are required to complete the statement and pay a fee of $150. The forms provided in this solicitation are not required by the Texas Secretary of State and entities are not required to do business with the Office of the Compliance Recorder. Please click here for more information.

Utah (11/18/2016)
Utah's Department of Commerce ,Division of Corporations and Commercial Code, has issued a warning to corporations about a solicitation from a company requesting a fee in exchange for an "annual records solicitation form." The letter, form, and accompanying payment envelope appear to be a government notice. The Division advises that the sender does not exist in the State of Utah and the form is not sanctioned by the State of Utah. The complete warning can be found  online.

Secretary of State notification can be found here.