I have received an increasing number of inquiries regarding a recent solicitation that has been sent to many companies registered in California. The Secretary of State’s office has advised that solicitation letters are being sent to California businesses encouraging them to comply with their California Corporations Code filing obligations by submitting fees and documents to a third party rather than by filing directly with the Secretary of State’s office.

The solicitations request that a fee and a completed form be submitted in order for the business to comply with applicable California or other law. The solicitations tend to have one or more of the following characteristics:

  • 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.

These solicitations are not being made by the California Secretary of State’s office and are not being made by or on behalf of any governmental entity. Although a business entity can use an intermediary to submit filings and fees to the Secretary of State, no business is required to go through another company in order to file its documents with the Secretary of State’s office.

Statement of Information forms and instructions are available through the Secretary of State’s website, and the fee required to file the statement is $25 for California stock and foreign corporations, and $20 for California nonprofit corporations and all limited liability companies. Also, the Statement of Information can be submitted for filing directly by mail to Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, California 94244-2300, in person at 1500 11th Street, Sacramento, California, 95814, or, for most corporations, by using a credit card through the internet at https://businessfilings.sos.ca.gov/.

If you receive one of these fraudulent solicitation letters you can mail a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, and all related documents) to the California Attorney General’s office, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244-2550. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General’s website at www.ag.ca.gov/consumers/general.php.

Please note that submitting the fees and filings required by the California Corporations Code to a third party for filing with the Secretary of State, does not meet the business entity’s statutory obligation to file a Statement of Information with the Secretary of State. Also, please note that each business entity is required to keep records, books and minutes of its proceedings, however, these items are not filed with the Secretary of State.

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