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MISLEADING ANNUAL REPORT AND COMPLIANCE SOLICITATIONS

Have you received a suspicious mailing about a required filing or report in the state(s) where your company is registered?

Curious if you received a misleading solicitation?It is not uncommon for business owners to receive deceptive solicitations that look official and appear to be coming from the state. While the majority of these mailings relate to annual reports (or in some states, periodic reports), some also focus on annual minutes or business-license requirements.

These solicitations generally include details about the entity, officers, and directors, and warnings about penalties and fines that could lead the recipient to believe they are official. They may or may not include headings that look like official state letterhead.

The common theme in these solicitations are quotes of key sections of state compliance law and an offer to file on your behalf for a fee, usually much higher than the state would charge. In some cases, those filings or reports may not, in fact, be required.

How to Spot A Misleading Solicitation

The key indicator that a solicitation is not an official government communique can be found in the fine print. By law, the soliciting company (the company that sends out these mailings) must include some variation of the following disclaimers:

“SOLICITING COMPANY is not a government agency and does not represent a government agency.”

“SOLICITING COMPANY is not a government agency and does not have a contract with any government agency to provide this service.”

“SOLICITING COMPANY is not a government agency and is not affiliated with the Secretary of State or any other government agency.”

“The SOLICITING COMPANY does not officially represent the State or any other government entity.

“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.”

In addition to these statements, you may find other clues like:

“SOLICITING COMPANY is a third-party service provider.”

“You are not obligated to use SOLICITING COMPANY to fulfill your records requirement.”

“SOLICITING COMPANY is a private entity.”

If you are unsure about the legitimacy of a notice you have received related to corporate compliance/annual reports, we encourage you to confirm the information with the Secretary of State for the state listed. In many instances, the filings that are noted in the misleading solicitations are legal requirements, but they can be filed directly with the state for a much lower fee.

Further Actions Available to You

We strongly encourage you to report these misleading solicitations to the Secretary of State or Attorney General of the state where your business is registered. Many of these offices have been cracking down on those entities sending out fraudulent mailings, enforcing heavy fines and even taking legal action.

Also contact the Secretary of State or Attorney General if you have remitted payment in response to a solicitation that you suspect was fraudulent. You may be able to have your money refunded.