Monday, March 17, 2014

Corporate Records Scam

In recent months, many corporations and other entities across the country have been receiving fraudulent notices and solicitations regarding the submission of corporate information. These notices often appear to be from an official source and request that certain documents be submitted (corporate records, meeting minutes, etc.) along with a fee. These notices may also include citations to corporate statutes, such as the Pennsylvania Business Corporation Law. Although a great number of states do have annual reporting requirements for corporations and other entities, one should make sure that any notice or solicitation received is official and not a scam that is attempting to fraudulently obtain payment from and information about the entity solicited. Not only are these scams attempting to obtain money from various entities, but they are also attempting to obtain valuable information about the entity, and the individuals involved with the entity, that could lead to potentially harmful results (identity theft, etc.).

In 2013, the Pennsylvania Department of State issued a consumer alert regarding fraudulent notices and solicitations being sent to businesses in Pennsylvania from at least two different companies: the "Pennsylvania Corporate Compliance Company" and the "Corporate Records Service." These notices and solicitations are specific examples of scams that are attempting to fraudulently obtain money and information from entities incorporated or doing business in Pennsylvania and may again be in circulation in 2014.

One should also keep in mind that, although many states require annual reporting for entities either organized or qualified to do business in that state, there is no annual reporting requirement in Pennsylvania for corporations and limited liability companies. The rules in other states vary widely. Although certain notifications requesting corporate information may be legitimate and part of the required record-keeping rules of a given state, it would be in an entity's best interest to consult with an attorney before complying with the demands of any notice, even if it appears to be genuine.

If your business or entity receives a notice or solicitation requesting the submission of shareholder information, meeting minutes, or any other corporate records, you should contact Patricia Farrell, Jay Mangold or any other Meyer, Unkovic & Scott attorney with whom you have worked before responding to the solicitation.

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