Michigan Department of Licensing and Regulatory Affairs (LARA) Director Steven H. Hilfinger warns Michigan corporations of a non-governmental entity called "Michigan Corporate Compliance Company" trying to collect a $125 fee to file corporate meeting minutes. The misleading compliance solicitation implies that Michigan requires corporations and limited liability companies to complete an Annual Meeting Disclosure Statement and is designed to look like an official document, but it is not.
"Beware of mailings that appear to come from the State of Michigan offering assistance in performing non-existent or non-required services," Hilfinger said. "Our corporation customers should only respond to correspondence from LARA. No such letters are being sent from the LARA Corporation Division, no matter how official they may look."
Michigan businesses are receiving an official-looking form called the "Annual Meeting Disclosure Statement." The form implies that the recipient is obligated to complete and return it with a fee payment for the preparation of corporate meeting minutes to avoid "administrative dissolution or revocation." The accompanying instructions for completing the form list a return address at 5859 West Saginaw Highway, #221, Lansing, Michigan.
"Annual meeting minutes for Michigan corporations are best prepared either by corporate officers, directors, or by a business attorney, but are not required to be filed with our Corporation Division," said Hilfinger. "This is not to be confused with the legally required annual report or annual statement which can be filed online along with the applicable fee to the State of Michigan."
Michigan appears to be the latest state where corporations are being targeted to file annual minutes for a fee. Similar solicitation mailings have occurred in several other states including California, Colorado, Florida, Georgia, Indiana, Illinois, Massachusetts, and Texas where corporations have been victimized by such scams. These entities operate under identical or similar names and request payment fees ranging from $125, $150, $175 to $239 for the completion and submittal of an annual minutes statement.
The phony letters can look authentic. They may be addressed to the corporation, the resident agent, director or officers; cite a Michigan statute or a federal statue; and may appear to be issued by the Michigan Department of Licensing and Regulatory Affairs, Bureau of Commercial Services, Corporation Division. If such notices are received, they are to be disregarded because they are neither issued by LARA nor any governmental agency.
Any Michigan corporation that receives a notice to have annual meeting minutes prepared and pay a fee to avoid dissolution of their corporation are advised to do the following:
- Keep the notice, mailing envelope, and return envelope.
- Contact the United States Postal Inspections Service to report mail fraud at: (877) 876-2455 or http://postalinspectors.uspis.gov/forms/MailFraudComplaint.aspx
- Or contact the Michigan Office of the Attorney General at P.O. Box 30212, Lansing, MI 48909.
Legitimate notices and mailings to Michigan corporations are issued from LARA's Corporation Division and are mailed to the resident agent at the registered office address on record. When receiving any official-looking document, please review carefully and read the small print. If you are not sure, please contact the LARA Corporation Division at (517) 241-6470.
Customers with questions about their corporation, limited liability company or limited partnership are encouraged to use the Business Entity Search at www.michigan.gov/entitysearch to check their status. If an annual report or statement needs to be filed, customers may file online using www.michigan.gov/fileonline. Additional information is available on the Corporation Division website at www.michigan.gov/corporations or by calling the Corporation Division at (517) 241-6470.
