Secretaries of State Warn Businesses about Misleading Requests for Corporate Filings

Secretaries of State Warn Businesses about Misleading Requests for Corporate Filings

by BridgehouseLaw Staff

As companies enter the annual reporting season for 2019, multiple Secretaries of State have notified businesses to be wary of third-party requests for corporate filings and fees. The Secretary of State in West Virginia discovered that one such mailing was sent to all 103,000 businesses registered in the state. The solicitation requested that the application form be returned by January 11, 2019, even though the statutory deadline wasn’t until July 1, 2019.

This isn’t the first time that businesses have been warned about these kinds of solicitations. Sometimes the solicitors are impersonating an actual government agency, whereas other times they’re just intentionally misleading the recipient. BridgehouseLaw wants to share with you a few examples of these mailings, as well as some tips for how to avoid the trap.

 

Quasi-Official Entity Name: “California State Corporations”

Solicitation: $49.50 for a Certificate of Status

Reality: Certificates of status are only $5 in California. No matter what state you’re in, a Certificate of Status is worthless unless it’s issued by the Secretary of State.

 

 

 

 

 

Quasi-Official Entity Name: “Filing Labor Compliance Department”

Solicitation: $78 for a Certificate of Status.

Reality: NC issues a Certificate of Existence, not a Certificate of Status. The filing fee for a Certificate of Existence is only $10.

 

 

 

 

Quasi-Official Entity Name: “Business Filings Division”

Solicitation: $495 to officially dissolve an inactive corporation

Reality: California Law prohibits corporations from delegating the dissolution procedure. There is no filing fee for either of the two required dissolution forms.

 

 

Some Tips:

Check into the Entity that Sent the Solicitation

Most of these solicitors will stop short of impersonating an actual government agency. Instead, they string together some combination of words that sounds like it might be a government entity. The examples above give you an idea of some of the words they tend to use to seem legitimate.

If the name seems real, here are a few other ways to check the entity:

  1. if there’s a website or email listed it should usually end in “.gov”
  2. go to the Secretary of State website (some states call it Department of State) and find the real government entity that handles business registration
  3. call the Secretary of State and ask whether the entity on the document is part of their organization
  4. contact your team at BridgehouseLaw

Don’t be Fooled by the Official-Looking Seals

These solicitations often come with a circular seal in the upper corner. Usually only states and government agencies have a circular seal, so it adds to the official façade. The goal is for you to think that the law requires your business to send them money. Most of these entities are smart enough to not use a genuine state seal, because it would be such clear evidence of criminal fraud.

Be Skeptical of Sudden Urgency

Finally, these solicitations often involve some element of urgency. It’s meant to make you feel frantic and send in money without having time to think. If you’re just being contacted for the first time and the deadline is in 2 weeks, do a little investigating before you follow their instructions.

As you prepare to file an Annual Report, keep in mind that BridgehouseLaw is here to help with all of your corporate filing needs. Don’t hesitate to contact us with any questions.

 

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BridgehouseLaw LLP is an international, commercial law firm. We mainly advise clients in international transactions, in particular in commercial and corporate law, real estate law as well as in investment and tax law. In addition, our lawyers assist clients in transnational litigation and advise on immigration and citizenship law.

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