Tuesday, November 18, 2014

Advice for Corporate Citizens: Those Forms You Get in the Mail

Last week I had lunch with my friend and client Mark Linn.  He wanted to discuss a form he had received in the mail in connection with his Tennessee corporation.  I confidently told him that it had to be the Annual Report from the Tennessee Secretary of State and that all he needed to do was to send it back with a check for $20.00. 

            Mark told me that he thought this was something different and proceeded to pull out a document  called "2014-Annual Minutes Form – Shareholders, Directors and Officers (Tennessee Corporation)".  The document asked you to provide information regarding the name and title of various people associated with the corporation and then asked you  to send $125.00 to a company called Annual Business Services.  In consideration for this payment the company would prepare minutes for said corporation. 

            I am not going to say that this is a scam (like the Trademark scam I wrote about here: http://tripaldredgelaw.blogspot.com/2012/03/those-official-looking-trademark_08.html) but I will say it is completely unnecessary.  While the Tennessee Code does require corporations to hold annual meetings (or take action by consent in lieu of said meeting) the statute does not require that the minutes be filed with the state.  Further, the form promulgated by this company looks almost exactly like the Annual Report form used by the Tennessee Secretary of State's Office (I can't reproduce it here because Annual Business Services has claimed a copyright in it's form).  To be fair, the company does provide three disclaimers between the form and the instructions and they do state "you can engage an attorney to prepare (the minutes) prepare them yourself, use some other service company or use our service." 

            Nonetheless, and despite the disclaimers, I am  sure that many people believe that filling out such forms and paying these unnecessary fees are a required part of corporate compliance.  This is simply not the case and I hate to see any small business pay unnecessary fees.  If you receive a form in the mail and you are not certain what to do about it, call your lawyer.  We live for this stuff

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