May 7, 2019
Michigan Dept. of Licensing and Regulatory Affairs (LARA) Director Orlene Hawks today warns Michigan corporations of a non-governmental entity called “Michigan Council for Corporations” seeking to collect a $150 fee to prepare “corporate consent records in lieu of annual meeting minutes.” This deceptive notice is not issued by LARA or any governmental agency. Corporations are only obligated to file their annual report through LARA’s Corporations, Securities and Commercial Licensing Bureau (CSCL) and not an “Annual Records Solicitation Form.”
“Beware of mailings that may look official that offer assistance in performing non-existent or non-required services,” said Hawks. “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.”
Michigan businesses are receiving an official-looking form called the “2019 -- Annual Records Solicitation Form, Shareholders, Directors and Officers,” which can be viewed here. The accompanying instructions deceptively state that completing and submitting the form, along with a $150 payment, will “satisfy the annual corporate records for your corporation.”
“This is not to be confused with the State of Michigan legal requirement of corporations submitting an annual report, due on or before May 15 each year after incorporation,” said Corporations, Securities and Commercial Licensing Bureau (CSCL) Director Julia Dale. “The annual report or annual statement can be filed online along with the applicable fee of $25 payable to the State of Michigan.”
Michigan is among states where corporations are being targeted to submit these unnecessary forms for a fee. This 2019 form has an address of 5859 West Saginaw Highway #343, Lansing, MI 48917-2460, a location that is not in any way affiliated with LARA or any State of Michigan government office. Similar solicitation mailings have occurred in several other states including California, Colorado, Florida, Georgia, Indiana, Illinois, Massachusetts, and Texas where corporations have been confused by such mailings. These entities operate under identical or similar names and request payment fees ranging from $125, $150, $175 to $239 for the completion and submittal of bogus documents.
The letters can look authentic. They may be addressed to the corporation, the resident agent, director or officers; cite Michigan statutes and may appear to be issued by the Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities, and Commercial Licensing Bureau, Corporations Division.
Any Michigan corporation that receives a notice to have corporate consent records prepared and pay a fee to avoid dissolution of their corporation are advised to do the following:
Keep the notice, mailing envelope, and return envelope.
Legitimate notices and mailings to Michigan corporations are issued from LARA’s Corporations Division and are mailed to the resident agent at the registered office address on record. When receiving any official-looking document, please review carefully and read the small print. If you are not sure, please contact the LARA Corporations Division at 517-241-6470.
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