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MISLEADING ANNUAL REPORT AND COMPLIANCE SOLICITATIONS

COGENCY GLOBAL would like to alert you to misleading compliance solicitations that are being sent to entities formed or qualified in certain states. While the majority of these solicitations relate to annual reports (or periodic reports), some of them focus on annual minutes or business-license requirements. We’re committed to keeping our clients aware of these solicitations and scams, and will alert you to new ones as they arise.

These deceptive solicitations look official and appear to be coming from the state. The common theme is that they direct the recipient to send a fee, usually much higher than the state would charge, often for services that are not needed.

A key indicator when reviewing these solicitations is to review the fine print, which will usually say something like, “This product has not been approved or endorsed by any government agency and this offer is not being made by an agency of the government.” There are subtle variations of this language that seem official.

Some of these solicitations do not include headings that appear to come from the state, but they include details about the entity, officers, and directors, and warnings about penalties and fines that could lead the recipient to believe they are official.

If you are ever unsure about the legitimacy of a notice you receive that is related to corporate compliance/annual reports, we encourage you to check with COGENCY GLOBAL before responding to the notice. We are more than happy to investigate these for you, as well as post copies to this page of our website, so that we can increase awareness and better protect our clients against these misleading solicitations.

Please note: The misleading solicitations that COGENCY GLOBAL warns its clients about are related to business entity annual reports and compliance. We are not familiar with possible scams related to labor laws, poster requirements and other types of solicitations. For more information about labor law poster requirements, we recommend that you check the U.S. Department of Labor’s website.

If you have received a misleading solicitation related to business-entity corporate compliance/annual reports that is not already listed below, please send an email to INFO@COGENCYGLOBAL.COM with a copy of the solicitation attached.

 

Beware If You Receive These Notices:

Alaska

An Annual Records Solicitation Form is being sent by an entity called Alaska Council for Corporations.

Arizona

An Annual Minutes Compliance Notice is being sent by entities called Corporate Compliance Center and Compliance Filing Services. 

California

The California Secretary of State has issued a warning about fraudulent solicitations, along with actions you can take should you receive one. Misleading solicitations shared with us in the last two years include an Annual Minutes Compliance Notice sent from an entity called Corporate Compliance Center, an Annual Records Solicitation Form sent by an entity called California Council for Corporations, and a Fictitious Business Name Expiration Notice sent by a company called the Fictitious Business Name Renewal Center.

An entity called Statement of Information Submission is also targeting tax-exempt corporations with a misleading solicitation for filing a biennial Statement of Information.

Colorado

The Colorado Secretary of State has issued an alert about deceptive solicitations, like these Periodic Report Instruction Forms (example #1example #2 and the most recent addition, a 2019 example) circulated by an entity called Workplace Compliance Services. 

Connecticut

A misleading solicitation, 2019 Annual Report Instruction Form, is being sent out by an entity called Workplace Compliance Services.

Delaware

There is a misleading Annual Invoice for Statutory Representation solicitation being sent by a company called Register Delaware. The notice has "PAST DUE INVOICE" written on it and requests that $175 be sent. Small print at the bottom indicates that by signing and returning the form, you are agreeing that a "third party" will act as your registered agent.

Florida

The most recent addition to the the misleading solicitation list is this 2019 Annual Report Instruction Form from Workplace Compliance Services (additional example). Past solicitations to be aware of include this 2017 Fictitious Name Instruction Form, sent by an entity called Florida Assumed Name Services, and a 2016 Annual Records Solicitation sent by an entity called Florida Council for Corporations. Another entity, Corporations Filing Service, has also been sending out 2016 Annual Minutes Statement solicitations. A misleading mailing from FL Certificate Services asks recipients to send in a Certificate of Status Request Form, while a similar Certificate of State Request Form is also being sent by an entity called Florida Corporate Compliance.

The Florida Division of Corporations has placed a notice on its Sunbiz website warning businesses about these scams. 

Georgia

An entity called Georgia Council for Corporations is sending a 2016 Annual Records Solicitation form as well as a Corporate Meeting Minutes solicitation. View the Secretary of State's warning about misleading solicitations.

Hawaii

A misleading business compliance solicitation is being sent by an entity called Annual Business Services. Read the Better Business Bureau's warning about this solicitation.

Idaho

A misleading Annual Minutes Records form from an entity called Corporate Records Services is circulating in Idaho. While the solicitation asks recipients to fill out a form and mail in a fee of $125, the Idaho Business Corporation Act does not require corporations to file this form or pay this fee.

Illinois

Be advised that an entity called Workplace Compliance Services is circulating a misleading solicitation, 2018 Business Entity Report Instruction FormView the Illinois Secretary of State's memo about a misleading Annual Minutes Records Form solicitation being sent from a company called Corporate Records Service.

Indiana

The Indiana Secretary of State is alerting businesses of a solicitation from an entity called Corporate Records Service that looks official and asks recipients to send a fee of $125. An Annual Records Solicitation Form is being sent by an entity called Indiana Council for Corporations. In addition, an Annual Minutes Form is being sent by an entity called Annual Business Services and an entity called Division of Corporate Services. Please also be advised of this misleading 2019 Business Entity Report solicitation, sent out by Workplace Compliance Services.

Iowa

This Annual Meeting Disclosure Statement solicitation appears to be from a state office. It leads recipients to believe that they must fill in information about their company management, as well as pay a $125 fee in order to stay compliant. There is no such document or fee required by the state of Iowa.

Kentucky

Kentucky Annual Minutes Solicitation - The Kentucky Secretary of State's office is warning businesses of a scam from an entity called Corporate Records Service. The solicitation asks recipients to provide information regarding company shareholders, corporate directors and officers and to pay a fee of $125. A similar Annual Minutes Statement is also being sent by a company called U.S. Business Services. 

Louisiana

Louisiana Annual Meeting Disclosure Statement Solicitation - This solicitation instructs the recipient to update the "candidate names for the positions listed" (i.e. CEO, CFO, Secretary, Directors, etc…) and remit a fee of $125 to "Louisiana Corporate Compliance." According to the Better Business Bureau (BBB), once the forms and fees are remitted, nothing is actually filed with the state. An Annual Records Solicitation Form from an entity called Louisiana Council for Corporations and a solicitation from an entity called Corporate Records Service are also circulating. Similar misleading Annual Report Instruction Forms (example #1example #2, and example #3) are being mailed out by a company called Workplace Compliance Services. This company proposes to file your annual report for a fee of $75.

The Louisiana Secretary of State’s office posted a notice to the state’s website warning all business owners to be cautious when receiving mailers concerning "potential compliance violations" from a company called Business Compliance Division. The notice says, "Business Compliance Division is not affiliated or associated with Louisiana state government in any way. It is a private company, and Louisiana corporations are not required to call or have any dealings with this company at all. Mailers from this company should be discarded immediately."

Maine

A misleading solicitation titled 2019 Annual Report Instruction Form is being sent out by an entity called Workplace Compliance Services. Another Annual Records Solicitation Form scam is being sent by an entity called Maine Council for Corporations. View the Secretary of State's warning about this scam here.

Maryland

Annual Minutes Form Solicitation - An Annual Minutes form is being sent by an entity called Annual Business Services.

Massachusetts

Massachusetts Annual Minutes Solicitation - Despite the implications contained in this solicitation, Massachusetts corporations are not required by law to file corporate minutes with the Secretary of State. Visit Massachusetts Corporation Division for the warning notice about this type of solicitation.

Michigan

There are a couple of scams circulating in Michigan. Annual Records Solicitation Form - the most recent form received by MI businesses. Michigan Annual Minutes Solicitation - A non-governmental entity called "Michigan Corporate Compliance Company" has been sending a form called the "Annual Meeting Disclosure Statement" to businesses in the state. The solicitation looks official and implies that the recipient must complete and return the form, along with a payment of $125, to avoid "administrative dissolution or revocation." Annual meeting minutes are not required to be filed with the Michigan Corporations Division. To view the Michigan Department of Licensing and Regulatory Affairs warning about this misleading solicitation, click here. Another Annual Minutes Form Solicitation from an entity called Corporate Records Service is also circulating. In August of 2013, the State of Michigan issued a press release about this scam and in February 2015, a press release announced that the Michigan Attorney General filed a lawsuit against the principles of Corporate Records Service. In addition, an entity called Division of Corporate Services is sending solicitations asking for a fee of $150 to prepare annual minutes. Michigan's Attorney General has taken action against this entity and reached a settlement with the DCS, which includes reimbursement to businesses affected by the scam. 

Minnesota

Minnesota Annual Meeting Disclosure Statement - A misleading solicitation is circulating in Minnesota. The solicitation asks recipients to fill out a form with company information and send in a payment of $125 to an entity called Minnesota Corporate Compliance. This company also sends official-looking email renewal invoices to those who've paid for this unnecessary service in the past. In addition, an Annual Minutes Form is being sent by an entity called Annual Business Services. 

Mississippi

An Annual Minutes Requirement Statement scam is circulating. The misleading solicitation is being sent from an entity called, Compliance Services, and asks for business-sensitive information and a fee of $125.00. In addition, an Annual Minutes Requirement Statement scam is being sent from an entity called Annual Business Services. 

Missouri

An Annual Records Solicitation form is also being sent by an entity called Missouri Council for Corporations. In addition, a Business Compliance Division solicitation is circulating. 

Nebraska

Nebraska's Secretary of State has posted a warning about an Annual Minutes scam from Corporate Records Service. 

Nevada

Nevada Annual List of Officers, Directors and Registered Agent and State Business License Application - The fact that these kinds of solicitations include all of the details about the business, including the state file number and names of officers and directors, could lead recipients to believe it is coming from the Secretary of State. Note that in December of 2011, a company called Registered Agent, Inc. reached a settlement with the Nevada Attorney General’s office that bars them from misleading businesses with these types of solicitations. An Annual Records Statement solicitation is also being sent by an entity called Division of Corporate Services.

New Hampshire

View the New Hampshire Secretary of State's warning about an Annual Report scam from Corporate Records Service. 

New Jersey

Most recent additions to the misleading solicitation list are these two mailings, a 2018 Annual Report Instruction Form sent out by an entity called Workplace Compliance Services and a 2018 Annual Report Due notice from an entity called Annual Report Compliance. An Annual Corporate Records Form solicitation is being sent by an entity called New Jersey Council for Corporations. The scam asks for a fee of $150, as well as information about a company's corporate shareholders, directors and officers. The State of New Jersey does not require this form to be filed and this is not connected with the State of New Jersey’s business entity annual report process. In addition, an Annual Records Solicitation Form is being sent by an entity called New Jersey Council for Corporations.

New Mexico

Annual Minutes Form Solicitation - An Annual Minutes Form Solicitation is being sent by an entity called Annual Business Services. 

New York

Most recent addition to the NY misleading solicitations is a 2018 Biennial Statement Instruction Form (examples here and here), sent by Workplace Compliance Services. Another misleading solicitation, Annual Records Solicitation Form, is being sent by an entity called New York Council for Corporations. Certificate of Status Request Form solicitation is also being sent by two entities, Corporate Filing Services Center and State Compliance Services.

Note that while New York Corporation law does have requirements regarding holding annual meetings and electing officers and directors, unlike some solicitations would lead the recipient to believe, there is no requirement to file this information.

North Carolina

A  misleading 2018 Annual Report Solicitation is being sent by a company called Annual Report Compliance (A.R.C.). Also be advised of this Certificate of Existence Form scam is being sent by an entity called North Carolina Business Filing Services and an Annual Records Statement solicitation is being sent by an entity called Division of Corporate Services. View the Secretary of State's notice about this scam.

Ohio

Ohio Annual Minutes Disclosure Solicitation - This form is from a company called Ohio Corporate Compliance, and asks recipients to submit $125 along with the completed form. Ohio corporations are not required to file corporate minutes with the Ohio Secretary of State's office. An Annual Records Solicitation form is being sent by an entity called Ohio Council for Corporations. 

Oklahoma

An Annual Minutes Compliance solicitation is being sent by an entity called Compliance Filings. An Annual Records solicitation is also being sent by an entity called Oklahoma Council for Corporations.

Oregon

The Oregon Secretary of State has issued a message about a misleading Annual Minutes Statement solicitation from Corporate Records Service. There is also an Annual Minutes Form solicitation being sent from an entity called Annual Business Services. (Note that under the terms of a settlement agreement with Oregon's Attorney General, Annual Business Services has agreed to stop sending out the mailings and will reimburse the companies that have been victimized.)  Another Annual Minutes Statement solicitation is being sent by an entity called Corporations Filings Service.

Most recently, a company called Workplace Compliance Services is sending out a 2018 Annual Report Instruction Form and a misleading solicitation for filing an Annual List of Managers and Members.

Pennsylvania

Pennsylvania Annual Minutes Disclosure Statement Solicitation - View the misleading solicitation which asks businesses to file information for an "Annual Minutes Disclosure Statement" and send in a payment of $125. This is NOT required to be filed with the Department of State or the Secretary of the Commonwealth. Supported by the Pennsylvania Department of State, the U.S. Postal Inspection Services has won a court order against the operator of Pennsylvania Corporate Compliance for this fraudulent mailing scheme. View the press release about this ruling which resulted in a permanent injunction against the company. A second scam from Corporate Records Services is also circulating in Pennsylvania. In addition, a Business Compliance Division solicitation is circulating.  

Rhode Island

Rhode Island Corporate Compliance Solicitation - An official-looking mailing is asking recipients to submit an "Annual Disclosure Statement," as well as a payment of $125 to "Rhode Island Corporate Compliance Business Services Division." This mailing is NOT from the Rhode Island Secretary of State. 

Tennessee

Please be advised of misleading 2019 Annual Report Instruction Forms sent out by Workplace Compliance Services

Tennessee Annual Minutes Form Solicitation - This is a solicitation from an entity called Annual Business Services that has been circulating throughout the state since 2014. Tennessee's Secretary of State is also warning businesses of a corporate scam from a company called Corporate Records Service. The solicitation looks official, and asks recipients to send a payment of $125. A third similar scam is also being sent by an entity called Tennessee Council for Corporations. A fourth scam is being sent by an entity called SCC and is asking recipients to send in a Certificate of Authorization Request form along with payment.Yet another solicitation, an Annual Records Statement, is being sent by an entity called Division of Corporate Services. Note that Tennessee enacted legislation, effective March 10, 2016, that prohibits using or employing in any manner an advertisement (broadly defined to include, among other things, a solicitation, letter, email or website), for the purposes of selling goods and services that deceptively represents or implies that the sender/publisher is associated with a unit of any governmental entity, when that is not the case. Stiff penalties will be imposed for violations. For more information, read the article about this on our Corporate Transactions and Compliance blog. In December, 2016, the state posted a notice to their website indicating that Tennessee’s Attorney General has filed a lawsuit against three individuals who have been doing business in Tennessee as "Division of Corporate Services" and "Annual Business Services" over the past few years. The Attorney General urges anyone who receives a suspicious solicitation purporting to be from the government to file a complaint with the Tennessee Division of Consumer Affairs (DCA) online at http://www.tn.gov/commerce/section/consumer-affairs or by telephone at 1-800-342-8325 (toll free inside Tennessee) or (615) 741-4737.

Texas

Texas Annual Minutes Records Form Solicitation - A solicitation from an entity called Corporate Records Service is asking businesses to complete a form and send in a payment of $125. Though the document looks official, this is NOT required to be filed. A similar Annual Records Solicitation Form scam is being sent by an entity called Texas Council for Corporations. Another scam from an entity called Texas Business Filing Services is asking recipients to submit a Certificate of Status Request Form with a fee of $59.99. A third solicitation is being sent by an entity called Division of Corporate Services and asks recipients to fill out an Annual Records Statement.

Utah

An Annual Records Solicitation Form is being sent by an entity called Utah Council for Corporations. 

Vermont

Vermont Annual Minutes Form Solicitation - A solicitation from an entity called Annual Business Services is circulating throughout the state. This solicitation is similar to ones from the same entity that are circulating in many other states (see Tennessee example above). The scam asks recipients to complete and mail back a form with company information, as well as send a payment of $125.

Virginia

An Annual Minutes scam is being circulated by an entity called U.S. Business Services. Another Annual Minutes scam is being circulated by an entity called Virginia Council for Corporations. Virginia Annual Minutes Form Solicitation - A solicitation from an entity called Corporate Records Services is asking recipients to complete a form and send in a payment of $125. This is not required. A similar Annual Records Form solicitation is being sent by the same entity. Another Annual Records Solicitation form scam is also being sent by an entity called Virginia Council for Corporations. Another Annual Minutes Form solicitation is being sent by an entity called Annual Business Services. Virginia's State Corporation Commission has posted a warning about the scams and the Attorney General has taken legal action against Annual Business Services (ABS). Learn more about the settlement here. Lastly, a misleading postcard solicitation is being sent by an entity called United Business Services. Recipients of the postcard have reported that when calling the number provided they are directed to pay a one-time fee of roughly $70 to apply for a certificate of good standing or to pay for a similar service that is not needed.

Washington

The state of Washington has posted a consumer alert about misleading compliance scams. The alert warns that "Annual Business Services," "Compliance Services" or "Corporate Records Service" (not to be confused with Washington corporation "Compliance Services, Inc.") is mailing notices to business entities requesting that "Annual Minutes" and a fee of $125 be sent to them for filing. Annual minutes are NOT required to be filed with the WA Secretary of State. The alert advises that questions about these notices be sent to the Corporations and Charities Division at corps@sos.wa.gov or recipients can call them at (360) 725-0377. As of June 2014, the Washington Attorney General's Office has filed suit against Mandatory Poster Agency, doing business as Corporate Records Service, in an effort to get payment for the approximately 2,900 small business that have been scammed. Also, a misleading postcard scam is being sent by an entity called Business Compliance Division.

Wisconsin

Wisconsin Annual Minutes Form Solicitation - View the Wisconsin Department of Financial Institution's warning about a misleading solicitation being sent from an entity called Corporate Records Service. The Wisconsin Department of of Justice has obtained a judgement of $340,000 against the company sending these solicitations.

Wyoming

Wyoming Annual Meeting Disclosure Statement - The Secretary of State is warning of a misleading solicitation that is being sent to businesses in Wyoming. The solicitation asks recipients to fill out a form disclosing company information and to mail in a fee off $125. This, however, is a scam and no such form or fee is required.