12.23.09

Beware of Corporate Minutes Scam Artists!

Posted in General, Legal & Tax Problems at 12:30 am by Administrator

Corporate Compliance Letter Scam:

This sophisticated operation involves the use of an official looking letter that comes in the mail (see a sample here). It likely will have your state corporate number and the date you incorporated. Typical headings at the top may read “Annual Minutes Requirement Statement Directors and Shareholders (For Profit Corporations)” or “Annual Minutes Disclosure Statement”.

The second page requests a check made out to “Florida Corporate Headquarters” and/or “Compliance Division”. This letter has turned up in a number of states. Sounds pretty official, almost like a government agency.  Except it’s not!  In small print you will see the disclaimer: “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.”

Several Attorney General offices are looking into the matter, but the letters are still turning up and creating problems, judging by the volume of complaints found on blogs. Not only do you lose your $125-$200 “filing fee” you also but your personal and corporate into the hands of obviously unsavory characters.

What to do if you receive one of these letters?  First, verify that it is fraudulent by contacting your state Division of Corporations and determining if they have any such requirement. Compare the return address to this list of know scam locations:  Annual Minutes Requirement Scam

Second, contact your state Attorney General to file a complaint. Once enough complaints are found the state may take action and/or refer for prosecution.

Most states require you to file an “Annual Report” that they use to track your corporate status. Usually your fee will be paid to the State or a recognized state department. You are usually NOT required to file corporate minutes with any state agency. You ARE required to maintain records of your annual minutes — that’s why you use software like QuickCorporateMinutes to be legally compliant.

The safe, effective method to do your Annual Minutes:  Quick Corporate Minutes 4.0 (recommended by CPA’s and legal professionals).

09.21.09

Watering your Corporate Garden

Posted in Legal & Tax Problems, Minutes Book and Resolutions at 9:44 pm by Administrator

Ignoring the required annual paperwork of your corporation is a risky behavior indeed. Perfectly responsible business owners who pay their taxes on time year-after-year may be shocked to learn that they may be breaking the law, or at the very least, risking the loss of crucial tax benefits. Even worse, a judge may disregard your corporate status in a court challenge based on the fact that you have ignored your own corporate existence. The risk  is that you may be held personally liable for corporate debts (or liability claims). This is known in legal jargon as “piercing the corporate veil” of liability protection.

Minutes of meetings are easy to prepare. They do not normally need the help of a lawyer or CPA. You need to convene a shareholder’s or director’s meeting (in accordance with the requirements in your corporate bylaws). Then clearly write out the decisions approved by your board of directors or shareholders. Although it is possible to do this using fill-in-the-blanks forms, it is much simpler to use an automated software package such as QuickCorporateMinutes. It makes even more sense since the minutes are legal documents where ” boilerplate language” needs to fit the need. The last step is to place a copy of the minutes in your corporate record book.