September 29, 2008

Beware of deceptive compliance solicitations

Customers continue to ask CSC about annual minutes compliance mailings received by corporations incorporated in California, Nevada, New York and certain other states (see links below for warnings posted by certain states). These solicitations are sent by private businesses, not by state government agencies, and can be disregarded. State corporation laws and regulations do not require corporations to file annual minutes with a state filing office to remain in compliance. The mailings generally contain disclaimers required by law but can still be deceptive if prepared in a format similar to a state document such as an annual report. If you have questions about compliance mailings you received, contact a CSC Customer Service Representative at 800-927-9800.

CO http://www.sos.state.co.us/pubs/business/alert_notices.htm
GA http://www.sos.ga.gov/pressrel/20080220.htm
IN   http://www.in.gov/sos/business/index.html (click on scam alert for businesses)
MA http://www.sec.state.ma.us/cor/cornotice.htm
OR  http://www.sos.state.or.us/corporation/suspicious_solicitations/index.htm
TX  http://www.sos.state.tx.us/corp/scc-solicitation-notice.shtml

Arizona

The Arizona Corporation Commission Corporations Division announced that effective October 1, 2008 it will no longer mail corporation annual report forms. Instead corporations will receive a notice several months before the due date reminding the corporation to file the annual report online or by mail or to request a report to be mailed or faxed to the corporation. The state’s notice can be accessed at
http://www.azcc.gov/Divisions/Corporations/AnnRpts/ARfilingoptions.asp

Senate Bill 1410 effective September 26 modified business entity statutes to make optional the filing of an affidavit of publishing (business entities are still required to publish but are no longer required to file an affidavit of publishing). Another change is that LLC names will be reserved only for six (6) months after administrative dissolution and thereafter LLC names will be released if the LLC has not applied for reinstatement. Also, a statement of financial condition is no longer required to accompany non-profit corporation annual reports due on or after September 26. A summary of these and other changes can be accessed on the Arizona Corporation Commission website at
http://www.azcc.gov/Divisions/Corporations/highlights/SB1410.asp

California

Assembly Bill 619 signed September 28 by governor provides for a vehicle registration amnesty program in 2010. Bill text can be accessed at
http://www.leginfo.ca.gov/pub/07-08/bill/asm/ab_0601-0650/ab_619_bill_20080903_enrolled.html

Assembly Bill 1290 was vetoed by governor September 26. The bill would have amended the Business and Professions Code sections on Fictitious Business Name (FBN) registration so that county recorders were not required to retain notices of pending expiration that were returned as undeliverable. FBN statements to register assumed names expire and must be renewed after 5 years.
http://www.leginfo.ca.gov/pub/07-08/bill/asm/ab_1251-1300/ab_1290_bill_20080808_enrolled.html

AB 2749 signed by governor September 29, among other changes affecting financial institutions, amends the Depository Corporation Sale, Merger and Conversion Law permits California depository corporations to merge with a corporation or other business entity that is not a depository corporation if the California state depository corporation is the surviving corporation of that merger.
http://www.leginfo.ca.gov/pub/07-08/bill/asm/ab_2701-2750/ab_2749_bill_20080814_enrolled.html

Illinois

SB 546 amending the Notary Public Law will take effect July 1, 2009 after both houses September 23 accepted the governor’s August 15 amendatory veto. The bill requires notary signatures and also provides for an alternate form of notarial record for notarial acts performed in connection with documents of conveyance for residential real estate purchases in Cook County.
Click Here

Maryland

Nonstock corporations that will seek tax-exempt status under IRS Code Sections 501(c)(3), (4), or (6) will be charged an additional $50.00 to file Articles of Incorporation at the Maryland State Department of Assessments and Taxation (SDAT) Corporate Charter Division. The money collected will go to the Maryland Not-For-Profit Development Center Program Fund. The state fee to file Articles of Incorporation is $100.00 plus a $20.00 organization and capitalization fee. These fees do not include the new $50.00 fee. See “What’s New” at the following link:
http://www.dat.state.md.us/