California Corporate Compliance Annual Minutes

by brianac

California Corporate Compliance Annual Minutes



READ THIS FIRST AND BEFORE TELEPHONING OR EMAILING: Neither this blog, nor its sponsor law office or attorney is connected in any way with the companies and services discussed below. Please take the time to carefully read the ENTIRE blog post and comments before telephoning the law office. This warning is being posted because numerous people have searched for a corporate minutes company’s name or address, landed on this web page, and wrongly assumed that they have found the web site of that company. Thank you, and apologies for the ugly but effective red letters.

Note that this blog post, and many of my other blog posts are updated with new information on an ongoing basis; scroll to the bottom of this post for the most recent additions.

Some of my business incorporation and LLC formation clients report recently having received in the mail official-looking documents regarding their corporations from organizations such as Corporate Compliance Recorder, California Corporate Compliance Business Division, Minutes and Compliance Affairs, Compliance Annual Minutes Board, Corporate Headquarters, and the like.  These notices at first glance appear to require the filing of annual minutes or a shareholders and directors report with a government agency, along with the annual filing fee of $125-$150; a filing deadline is usually also listed.  These letters are by no means new, or limited to California, but appear to be ubiquitous at the present time for California corporations.

California Corporations Code sections 600, 1500, and 9510(a) are also sometimes cited:

Section 600 provides in pertinent part, “An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws.”

Section 1500:  “Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees of the board and shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Those minutes and other books and records shall be kept either in written form or in another form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes and other books and records are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes and other books and records are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record.”

Section 9510(a) relates to record-keeping requirements for non-profit corporations.

What these services are offering is the preparation of corporate minutes.  Annual meeting minutes for California corporations should indeed be prepared, as the mailings suggest, but neither you nor these companies file such minutes with the Secretary of State (unlike the annual Statement of Information, which is filed – along with a $25 fee – with the Secretary of State) and these minutes are best prepared either by corporate officers/directors, if they know how to do so, or by a business attorney (who can also review the corporations’ prior meeting minutes and bylaws for potential areas for improvement, changes, and the like).

Unfortunately, while the mailings usually contain fine print that indicate “this is not a government document” and that the fee and service offered is not mandatory, many have been confused or misled by the mailers, resulting in a negative review for one of these companies by the Los Angeles Better Business Bureau.

The senders of these letters offer to assist California corporations with something that they indeed should be doing, preparing and filing with the corporate records annual meeting minutes, but their fees are high in relation to the limited service offered, and their advertising methods are questionable.

10/2007 update: Latest mailings for my clients are most frequently coming from sender and return address Corporate Compliance Center, 2740 Fulton Ave., Ste. 203, Sacramento, CA 95821-5183;Corporation Compliance Recorder, Administrative Clerk Division, P.O. Box 66186, Los Angeles, California 90066; and California Corporate Services: Business Division, 3308 El Camino Ave., Suite 300-609, Sacramento, CA 95814, all with the additional legend, “THIS IS NOT A GOVERNMENT DOCUMENT”, and Corporate Business Bureau, Corporate Business Division, 8939 S. Sepulveda Blvd., #110-727, Los Angeles, CA 90045.
12/2007 addition: Board of Business Compliance, Annual Minutes Division, P.O. Box 93069, Los Angeles, CA 90093-0069 (“Business mail – Important Notice Enclosed; This is Not A Government Document”).

2/2008 addition: Compliance Services, P.O. Box 1265, Studio City, California 91614-0265.

7/2008: Some readers have asked what they can do to thank me for the information provided here. While always appreciated, no thanks is necessary. Of course, if you or your friends, relatives, or colleagues are in need of the legal services I offer, please let them know about me and my website, bookmark the site, and keep me in mind for your future legal services; having you or them as my next client is the best thanks I can receive. And if your California corporation is in need of actual customized and attorney-drafted corporate minutes or attorney assistance with ongoing maintenance of your business entity, those are services we offer.

Note that some or all of these addresses may be postal or private mail box (PMB) facilities, so that other businesses may share the same address(es), and that the opinions expressed in the comments below are those of their respective authors and in general do not identify a specific company.

September 2008 update: Complaints may be filed with the California Attorney General by mail, telephone, fax, Internet, or email, as follows:

Attorney General’s Office
California Department of Justice
Attn: Public Inquiry Unit
P.O. Box 944255
Sacramento, CA 94244-2550

TELEPHONE: 1-800-952-5225 (Toll-free in CA) or (916) 322-3360

FAX: (916) 323-5341




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