Customer Alert – Misleading Business Solicitations
The Secretary of State's office has been 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.
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.
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 companies have no affiliation with the California Secretary of
State's office and 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 our 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 have received a solicitation letter that seems misleading or
confusing, please contact the California Attorney General's office at
the California Department of Justice, Public Inquiry Unit, P.O. Box
944255, Sacramento, California 94244-2550 or through the California
Attorney General's website at www.ag.ca.gov/consumers/general.php. The telephone number for the Public Inquiry Unit is (800) 952-5225 (toll free in California) or (916) 322-3360.
Please note that submitting the fees and filings required by the
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.
Download Customer Alert
(pdf ~48KB)
