All Michigan corporations must file an annual report with the state’s Corporations, Securities and Commercial Licensing Bureau (CSCL) before May 15 each year, along with a $25.00 filing fee. Additionally, the “Michigan Council for Corporations” charges a $150 fee to prepare a company’s “corporate consent records in lieu of annual meeting minutes.”
If you take care of the former, your corporation will remain in good standing. If you paid $150 for the latter, you were scammed and your business may be at risk.
An Alert from LARA
There is no state entity known as the “Michigan Council for Corporations,” and there is no such thing as “corporate consent records in lieu of annual meeting minutes.” As described in a January 2019 warning issued by the Michigan Department of Licensing and Regulatory Affairs (LARA), a dubious company is sending Michigan corporations an official-looking but completely fraudulent mailing attempting to separate them from their money by offering to file unnecessary and legally meaningless forms.
The warning advises companies to be on alert for a mailing containing a form called “2019 — Annual Records Solicitation Form, Shareholders, Directors and Officers.” The accompanying instructions deceptively assert that completing and submitting the form, along with a $150 fee, will “satisfy the annual corporate records for your corporation.”
“Beware of mailings that may look official that offer assistance in performing non-existent or non-required services,” LARA Director Orlene Hawks advises. “Michigan corporations are not required by law to file annual meeting minutes or complete an annual records solicitation form. No such letters are being sent from the LARA Corporations Division, no matter how official they may look.”
Completing the form and paying the fee not only will cost a company cash, but it can also put the company’s standing at risk since it may not file an annual report as required, believing that it has satisfied its annual reporting obligation by submitting the bogus form and fee.
LARA advises any Michigan corporation that receives a notice to have corporate consent records prepared and pay a fee to avoid dissolution of their corporation to do the following:
- Keep the notice, mailing envelope, and return envelope.
- Contact the United States Postal Inspections Service to report mail fraud at:
1-877-876-2455 or https://postalinspectors.uspis.gov/
- Or contact the Michigan Office of the Attorney General at P.O. Box 30212, Lansing, MI 48909
Sound Counsel for Michigan Corporations
If you have questions about this recent scam or how to ensure that your corporation complies with all corporate formalities and business filing requirements, we can help. Please contact one of our experienced Kreis Enderle Business Law attorneys.