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."
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