Annual Meeting, Annual Minutes, and Annual Records for Pennsylvania Corporations – Alert
Over the past few months, Davis Law‘s Bucks County office has received calls from clients who own businesses in Pennsylvania regarding what appeared to be an alert they received in the mail. Davis Law advised them that corporations are generally required in Pennsylvania and New Jersey to have annual meetings where shareholders elect boards of directors, directors elect officers, and those elections and other significant transactions or decisions are recorded in annual meeting minutes. Other meetings may also be required, depending on the specifics of a given corporation’s bylaws. Davis Law can advise clients on the meetings, elections, and necessary documentation of the minutes of the meetings or unanimous consents. Please call Davis Law at (267) 482-9595 to speak with a lawyer who can advise you on your individual situation, as these meetings, elections, and documents can vary from company to company. These documents are internal for the corporation and are generally NOT required to be filed with any government body or entity outside the corporation itself.
However, supposed alerts were sent to business owners, corporate shareholders, and corporations themselves, where it appeared that the corporation was required to file such documents and pay a fee. However, that is not correct. The Pennsylvania Department of State Bureau of Corporations and Charitable Organizations published an alert on this.
The content below is that alert, as copied from: http://www.portal.state.pa.us/portal/server.pt/community/corporations/12457/scams/1456389
Important Consumer Alert
Corporate Compliance Company
and Corporate Records Service Scam
April 18, 2013
The Pennsylvania Department of State has been made aware of solicitations that are being mailed to Pennsylvania businesses from two companies: Pennsylvania Corporate Compliance Company and Corporate Records Service. These solicitations are titled “Annual Meeting Disclosure Statement,” “2013 – Annual Minutes Form ,” and “2013 Annual Corporate Records Form .” These mailings urge business corporations and limited liability companies to file information and send payment in the amount of $125.00 by a certain date in order to maintain proper records.
These solicitations include a citation to the Pennsylvania Business Corporation Law regarding corporate records. At first glance, these solicitations may look official; however, none of the information being requested is required to be filed with the Department of State or the Secretary of the Commonwealth. Pennsylvania corporations and limited liability companies are not required to file corporate minutes with the Department of State or with a private company such as Pennsylvania Corporate Compliance Company or Corporate Records Service . The Department is alerting all Pennsylvania business entities of this deceptive solicitation to prevent Pennsylvania businesses from completing the form and sending payment to a mailing center post office box address by the deadline on the form.
Despite the suggestive language on the mailing, the “Annual Meeting Disclosure Statement,” the “2013 – Annual Minutes Form” and the “2013 Annual Corporate Records Form” are not required to be completed. These formal-looking letters did not originate from any governmental office, nor are the Pennsylvania Corporate Compliance Company and Corporate Records Serviceaffiliated or associated with Pennsylvania state government in any way. Similar scams have been reported in other states. These “Annual Meeting Disclosure Statement,” “2013 – Annual Minutes Form” and “2013 Annual Corporate Records Form”documents should be disregarded by all companies that receive them.
Additionally, please keep in mind that any official notices sent to businesses by the Pennsylvania Department of State or the Secretary of the Commonwealth’s office will contain the letterhead and/or contact information for the Bureau of Corporations and Charitable Organizations. Please contact the Bureau at (717) 787-1057 or ra-corps@pa.gov should you have any questions or concerns regarding these solicitations.
Modified Date: 08/13/2013 01:35 PM
