Note that this blog post, and many of my other blog posts are updated with new information on an ongoing basis; scroll to the bottom of this post for the most recent additions.
Some of my business incorporation and LLC formation clients report recently having received in the mail official-looking documents regarding their corporations from organizations such as Corporate Compliance Recorder, California Corporate Compliance Business Division, Minutes and Compliance Affairs, Compliance Annual Minutes Board, Corporate Headquarters, and the like. These notices at first glance appear to require the filing of annual minutes or a shareholders and directors report with a government agency, along with the annual filing fee of $125-$150; a filing deadline is usually also listed. These letters are by no means new, or limited to California, but appear to be ubiquitous at the present time for California corporations.
California Corporations Code sections 600, 1500, and 9510(a) are also sometimes cited:
Section 600 provides in pertinent part, "An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws."What these services are offering is the preparation of corporate minutes. Annual meeting minutes for California corporations should indeed be prepared, as the mailings suggest, but neither you nor these companies file such minutes with the Secretary of State (unlike the annual Statement of Information, which is filed - along with a $25 fee - with the Secretary of State) and these minutes are best prepared either by corporate officers/directors, if they know how to do so, or by a business attorney (who can also review the corporations's prior meeting minutes and bylaws for potential areas for improvement, changes, and the like).
Section 1500: "Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees of the board and shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Those minutes and other books and records shall be kept either in written form or in another form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes and other books and records are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes and other books and records are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record."
Section 9510(a) relates to record-keeping requirements for non-profit corporations.
Unfortunately, while the mailings usually contain fine print that indicate "this is not a government document" and that the fee and service offered is not mandatory, many have been confused or misled by the mailers, resulting in a negative review for one of these companies by the Los Angeles Better Business Bureau.
The senders of these letters offer to assist California corporations with something that they indeed should be doing, preparing and filing with the corporate records annual meeting minutes, but their fees are high in relation to the limited service offered, and their advertising methods are questionable.
10/2007 update: Latest mailings for my clients are most frequently coming from sender and return address Corporate Compliance Center, 2740 Fulton Ave., Ste. 203, Sacramento, CA 95821-5183; Corporation Compliance Recorder, Administrative Clerk Division, P.O. Box 66186, Los Angeles, California 90066; and California Corporate Services: Business Division, 3308 El Camino Ave., Suite 300-609, Sacramento, CA 95814, all with the additional legend, "THIS IS NOT A GOVERNMENT DOCUMENT", and Corporate Business Bureau, Corporate Business Division, 8939 S. Sepulveda Blvd., #110-727, Los Angeles, CA 90045.
12/2007 addition: Board of Business Compliance, Annual Minutes Division, P.O. Box 93069, Los Angeles, CA 90093-0069 ("Business mail - Important Notice Enclosed; This is Not A Government Document").
2/2008 addition: Compliance Services, P.O. Box 1265, Studio City, California 91614-0265.
7/2008: Some readers have asked what they can do to thank me for the information provided here. While always appreciated, no thanks is necessary. Of course, if you or your friends, relatives, or colleagues are in need of the legal services I offer, please let them know about me and my website, bookmark the site, and keep me in mind for your future legal services; having you or them as my next client is the best thanks I can receive. And if your California corporation is in need of actual customized and attorney-drafted corporate minutes or attorney assistance with ongoing maintenance of your business entity, those are services we offer.
Note that some or all of these addresses may be postal or private mail box (PMB) facilities, so that other businesses may share the same address(es), and that the opinions expressed in the comments below are those of their respective authors and in general do not identify a specific company.
September 2008 update: Complaints may be filed with the California Attorney General by mail, telephone, fax, Internet, or email, as follows:
Attorney General's Office
California Department of Justice
Attn: Public Inquiry Unit
P.O. Box 944255
Sacramento, CA 94244-2550
TELEPHONE: 1-800-952-5225 (Toll-free in CA) or (916) 322-3360
FAX: (916) 323-5341
I was quoted in a Santa Monica Daily Press newspaper article on this topic earlier this year:
While there is nothing inherently wrong with the service that the AMCB is allegedly offering, the deception of business owners lies in the marketing tactic, according to Jonas Grant, a Burbank attorney who has represented a client who filed a lawsuit against one of the suspect companies.
Corporations are required by law to keep a record of minutes from the annual meeting of shareholders when officers are elected. The problem with the form is it implies that the corporation is required to file the minutes, when it actually just needs to make sure it has one on record, Grant said.
Grant noted that one of his clients who paid the fee to the compliance board did receive back the meeting minutes, though it was written in an unprofessional manner, he said.
When receiving similar types of letters, one of the warning signs that businesses can watch out for is the price of the fee, which should never be more than $25, Grant said.
Business owners should also always keep an eye out for the fine print.
The tip off in the letter sent to the Westside Economic Collaborative was the fine print at the very bottom, which states that the product or service being offered is not endorsed by any government agency. The fine print also adds that the service is not a “statement of account due,” but rather a solicitation.
“If you look at the fine print, you’ll know for sure if it’s garbage,” Grant said. “If it’s over $25, it’s probably not the right thing.”
October 2008 update: California Corporate Documentation Services, 1146 North Central Avenue #443, Glendale, CA 91202, "BUSINESS MAIL - IMPORTANT NOTICE ENCLOSED, THIS IS NOT A GOVERNMENT DOCUMENT"; CCDSquestions@aol.com; operated by CALIFORNIA CORPORATE DOCUMENTATION SERVICES, INC. Sadly, a member of the State Bar of California, Romel Ambarchyan, whose address of record with the State Bar is the same as California Corporate Documentation Services, Inc.'s, appears to at the very least be acting as the agent for service of process for this company.
November 2008 update: Department of Business Minutes, 4470 W. Sunset Blvd., #380, Los Angeles, CA 90027 ("Business mail - important notice enclosed; this is not a government document").
February 2009 update: New Annual Review Board mailing targets LLCs with Statement of Information related letter, 333 S. Grand Ave., 25th Floor, Los Angeles, California 90071, 213-943-1320; requests $228 payment - the actual Secretary of State Statement of Information filing costs $20 and is filed every two years.
California's Secretary of State has issued a customer alert regarding what it terms "misleading solicitations".
March 2009 update: The U.S. Postal Service is interested in hearing from any consumers who have actually filed and paid for any of the above reference minutes services; if you have relevant information, please contact:
Mr. Mike McCarthy, Postal InspectorApril 2009 update: State Bureau of Corporations, Annual Minutes Filing for Corporations and LLCs, P.O. Box 5909, Sacramento, CA 95817.
U.S. Postal Service
281 E. Colorado Blvd.
Pasadena, CA 91101-9998
June 2011 update: Annual Business Renewal Center (ARBC), LLC Filing and Renewal Department, P.O. Box 27265, Los Angeles, CA 90027. Charging $175 to file a $20 Statement of Information. A not particularly well chosen name considering that LLC Statements of Information are due biennially, rather than annually.
October 2016 update: California Council for Corporations, 2443 Fair Oaks Boulevard, #216, Sacramento, CA 95825-7684, email@example.com, (888) 408-0886. Clearly marked as NOT A GOVERNMENT DOCUMENT and a solicitation on the envelope, and at the bottom of the order form; asking $150 for preparation of corporate consent minutes in lieu of meeting minutes.