Annual Minutes and Compliance Services

This company's solicitation closely resembles an official "United States Office of Personnel Management" form. It also displays a similar logo, and requires a processing and filing fee of $125. The form also asks for corporate, director, officer and shareholder information and states, "All domestic stock corporations must pay a total of $125.00."

The company sends corporations a "Disclosure Statement," complete with a seal encircled by the company's name in the left-hand corner. In bold print, near the top, it states a fee of $125 for disclosure and processing. The disclosure cites sections of the California Corporations Code, relating to the requirement for a corporation to keep adequate and correct books and records of account, minutes, and the names and addresses of its members, and to the right of any member to inspect and copy the record of members' names, addresses and voting rights. (It does not point out that the sections it quotes apply to nonprofit religious corporations.)

The Disclosure Statement directs you to read their "Notification" before completing the form. This Notification informs you that annual minutes are a statutory requirement. If you want your corporation to remain in good standing and to avoid "possible exposure and personal liability," you should complete the form and send your payment. Again it cites Code sections and concludes with a warning: "California courts are becoming increasingly intolerant on [sic] officers and directors who do not follow corporate procedure. Failure to comply with these measures could cause your corporation to lose its limited liability. Without corporate minute records, the system may possibly allow creditors, plaintiffs and other entities to sue you personally for debts and actions of the corporation."

We urge extreme caution. This company is not associated with any State or Federal government agency. Companies are not required as implied in the solicitation, to submit the information requested, or pay any money to retain their Corporate Status. Careful reading of the notice will reveal the true nature of the offer. The text ahead of the disclaimer describes CCR as a "non-governmental service that assists corporations to avoid possible penalties and fines with state and government agencies."

Finally, the required statement that CCR has not been approved or endorsed by any government agency and is not being made by an agency of the state or government, appears. Then it goes on to tell you how the information you provide will be used and that it will be treated as private and confidential. The company's disclaimer is not on the face of the solicitation, as required, and it is not distinguished from the rest of the text by typography, layout or color, as is also required. Nor does the envelope bear on its face, in "conspicuous and legible type," or in any other type, a notice that "THIS IS NOT A GOVERNMENT DOCUMENT."