February 22, 2013 – Michigan Department of Licensing and Regulatory Affairs (LARA) Director Steve Arwood today warns Michigan corporations of a non-governmental entity called “Corporate Records Service” trying to collect a $125 fee to prepare corporate meeting minutes. The misleading compliance solicitation implies that Michigan requires corporations and limited liability companies to complete an Annual Minutes Form and is designed to look like an official document, but it is not.
“Michigan corporations are not required by law to file annual meeting minutes with LARA’s Corporations Division,” said Arwood. “Our corporation customers should disregard these deceptive notices as they are not from the State of Michigan.”
Michigan businesses are receiving an official-looking form called the “2013 Annual Minutes Form.” (See the attached sample document.) The form implies that the recipient is obligated to complete and return it with a fee payment for the preparation of corporate meeting minutes. The accompanying instructions for completing the form list a return address at 5859 West Saginaw Highway, #343, Lansing, MI, 48917-2460. In September 2012, LARA warned of a similar scam requesting $125 that involved a company with a similar name located at the same street address in Lansing.
“Unfortunately, these misleading mailings offering assistance for non-required services continue to go out and create confusion,” Arwood said. “To clarify, Michigan corporations are legally required to file annual reports or annual statements (not annual minutes) and may do so online directly to the State of Michigan.”
Michigan appears to be the latest state where corporations are being targeted to file annual minutes for a fee. Similar solicitation mailings have occurred in several other states including California, Colorado, Florida, Georgia, Indiana, Illinois, Massachusetts, and Texas where corporations have been victimized by such scams. These entities operate under identical or similar names and request payment fees ranging from $125, $150, $175 to $239 for the completion and submittal of an annual minutes statement.
The phony letters can look authentic. They may be addressed to the corporation, the resident agent, director or officers; cite a Michigan statute or a federal statute; and may appear to be issued by the Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, Corporations Division. If such notices are received, they are to be disregarded because they are neither issued by LARA nor any governmental agency.
Any Michigan corporation that receives a notice to have annual meeting minutes prepared and pay a fee to avoid dissolution of their corporation are advised to do the following:
1. Keep the notice, mailing envelope, and return envelope.
2. Contact the United States Postal Inspections Service to report mail fraud at: (877) 876-2455 or http://postalinspectors.uspis.gov/forms/MailFraudComplaint.aspx
3. Or contact the Michigan Office of the Attorney General at P.O. Box 30212, Lansing, MI 48909.
Legitimate notices and mailings to Michigan corporations are issued from LARA’s Corporations Division and are mailed to the resident agent at the registered office address on record. When receiving any official-looking document, please review carefully and read the small print. If you are not sure, please contact the LARA Corporations Division at (517) 241-6470.
Customers with questions about their corporation, limited liability company or limited partnership are encouraged to use the Business Entity Search at www.michigan.gov/entitysearch to check their status. If an annual report or statement needs to be filed, customers may file online using www.michigan.gov/fileonline. Additional information is available on the Corporations Division website at www.michigan.gov/corporations or by calling the Corporations Division at (517) 241-6470.