Secretary of State asks for Chamber's help
Dear California Chamber of Commerce:
Please don’t let your member businesses
become victims!
My office has become aware of deceptive
ploy that is being directed to corporations and limited
liability companies. The ploy makes it appear that certain
documents need to be filed with the Secretary of State’s office
and that those documents must be filed through the third party
sending the ploy.
Unfortunately, many businesses have already
fallen prey to this type of ruse. That is why I would like you help to
ensure no other businesses are victimized.
The ploy involves sending a deceptive letter to
California corporations and limited liability companies encouraging
them to comply with their California corporations Code filing
obligations by submitting substantial fees and documents to the
soliciting third party.
Under the law, no business is required to go
through a third party to file their documents with my office and there
is no need for any business to pay more than the statutory filing fee
(which generally doesn’t exceed $25).
Aside from the financial loss a business would
suffer if victimized by this ploy it also faces a legal problem if the
third party doesn’t submit the documents and fees for filing with my
office. Submitting documents or fees to a third party, rather than to
the Secretary of State, alone does not meet the business entity’s
legal obligation to file these documents with my office.
The deceptive solicitation tends to have one or
more of the following characteristics:
- Appears similar to a Secretary of State form (generally
the Statement of Information form):
- Contains an official-looking seal;
- Implies 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;
- Contains 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;
- References or quotes Corporations Code sections
inapplicable to the type of entity being solicited, such as
Code sections applicable to corporations when soliciting a
limited liability company;
- References an “annual fee” or annual payment” rather
than a filing fee and that is far in excess of the filing
fee for a Statement of Information; and
- Indicates the submitted information will be treated as
private and confidential.
Statement of Information forms and
instructions are available trough my website at
www.sos.ca.gov/business/,
and the fee required to file the statement is $25 for California
limited liability companies. Also, the statement 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
website at
http://businessfilings.sos.ca.gov/.
If your members have received this type of ploy
they should 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.
If your members have questions, or need
additional information, please have them call the Legal review Unit of
our Business Program division at (916) 653-6244.
Thank you for your assistance in avoiding
additional victims of this type of ruse.
Sincerely,
Debra Bowen, Secretary of State
COPYRIGHT 2009 AMADOR COUNTY CHAMBER OF COMMERCE - August 2009 News
