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Small Business

Misleading letter schemes target corporations and LLCs

Your business clients may receive a misleading letter to file board minutes and/or a statement of information for a fee. Because the letters look and sound official, your clients may be quick to send payment. But wait! Read the fine print, "…products or services being offered are not approved or endorsed by any government agency."

In our June 2008 issue, Upsurge in Email Scams, we warned taxpayers of an "annual minutes" filing scheme where corporations are requested to file a form and pay a fee to a nonexistent agency.

Corporations receive letters from a variety of different businesses that sound like a government agency, including the "Compliance Annual Minutes Board" or "Board of Business Compliance Annual Minutes Division." The letters cite various Corporation Code Sections, (e.g., 1500, 600, and 9510), request the completion and submission of the form along with a fee amount, and imply that failure to submit the form can put the corporation in a negative status. The fee amount requested ranges from $125 to $300. Corporations are not required to file their minutes with any agency.

More recently, limited liability companies (LLCs) are the target of a new letter scheme. LLCs receive a letter from the "Annual Filing Division" or the "Annual Review Board" again citing the Corporation Code, but now requesting the filing of a Statement of Information instead of the annual minutes. The letter looks official and includes the LLC’s name, address, an LLC number which may or may not be correct, and a due date for the fee. The first line reads, "Avoid Penalties, Fines, and Suspension" then it goes into the requirement language for the LLC to file a Statement of Information with the Secretary of State. The fee is $195 or more. California law does require the filing of a Statement of Information to update records of the Secretary of State on an annual or biannual basis. However, the statement can be filed directly with the Secretary of State for a fee of $20.

Within these letters there is a sentence indicating that the products or services being offered are not approved or endorsed by any government agency. These letters are not from the State of California.

Corporations and LLCs are not required to file "annual minutes" or a "Statement of Information" with the nonexistent Annual Minutes Board, Board of Business Compliance Annual Minutes Division, Annual Filing Division, Annual Review Board, or other third party. If your clients receive such a letter, they are under no obligation to respond.

We have several policies in place to protect the safety and security of taxpayer information. We never collect confidential taxpayer information through email or phone solicitation. Taxpayers should never provide personal information over the telephone or via email to persons who cannot verify they are our employees.

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