MINUTES COMPLIANCE ALERT.
All corporations in California are receiving “Compliance Notices” for their annual meetings minutes.
This is a scam!
The notices look quite official. They either have the figure of an eagle, or an image simulating the seal of the Secretary of State. The notices quote sections of the California Corporations Code, the California Business and Professions Code, and other California Statutes. This is just to impress you. The notices also inform you that you must pay a certain filing fee by a certain due date, OR ELSE.
Then you are asked to provide the address, name and title of the officers of the corporation.
In very fine print they inform you that this is a solicitation. But the design of the notices is created so as to make you believe that they come from the government and intimidate you into paying an amount that YOU DO NOT NEED TO PAY!
The names of some of these companies are:
- BOARD OF BUSINESS COMPLIANCE.
- COMPLIANCE ANNUAL MINUTES BOARD.
- BOARD OF CORPORATE COMPLIANCE.
- Etc., etc.
These companies claim that you must comply with the annual board of directors and shareholders meeting minutes requirements, and that they will return certified minutes to you after you send the payment demanded.
Let us analyze this, part by part:
- If you are a CLOSE corporation, that is, a corporation incorporated under Section 158
of the California Corporations Code, you do NOT need to have the annual meeting of the
board of directors and/or shareholders. This is taken care of by the Shareholders’
Agreement prepared when you were incorporated. And if you were incorporated by Attorney
Felipe Cervantes, then you are a CLOSE corporation, and you do not need to
have these meetings. You might need to have special meetings if something out of the
ordinary occurred, but you do not need to have the annual board of directors and shareholders
meetings because it is not required by law.
- If you are not a CLOSE corporation, it is true that you might need to
have minutes of the annual meeting of the board of directors and shareholders of your
corporation.
- But, what are minutes? Minutes are a record of what was discussed at the meeting of the
board of directors and shareholders. If the representatives of these companies were not
present at the meetings, how can they prepare the minutes of such meetings? It is
impossible!
Don’t fall for this scam. If it is true that you need to have annual meetings, have them, and prepare the minutes yourself. If you know how to write, you know how to prepare them.
If you are not a CLOSE corporation, get in touch with Attorney Felipe Cervantes so that he can convert your corporation into a CLOSE corporation. It is not that intricate nor expensive.
But, repeat don’t fall for this scam!!!
NOTE: If you are already a client of TaxPlan Center, Inc., DO NOT fill any forms that you receive nor pay a cent. Send them to us and we will let you know what is legitimate and what is not. There are some forms that do need to be filed. Unfortunately, these crooks are creating confusion.
For an official ALERT! from the California Secretary of State, press link here: Customer Alert.
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