Each year, California Corporations Code Sections 1502 and 2117 require that each corporation that is incorporated or qualified to do business in California submit to the California Secretary of State a form entitled “Annual Statement of Information.”  The form must be returned with a fee and contains basic information about the corporation such as the names and addresses of the directors and officers of the corporation.  Please be aware that many companies have recently been receiving fake forms that appear, on their face, to be the mandatory disclosure forms sent out by the California Secretary of State.  In fact, they are thinly veiled business solicitations.  The forms have names such as “Annual Minutes Compliance Notice,” “Annual Minutes Disclosure Statement,” or “Directors, Shareholders Reporting of Annual Minutes,” and typically require that a fee be mailed to the soliciting business along with the form. 

The California Department of Justice recently filed suit against four soliciting companies using this tactic and would like to be made aware of any further solicitations received by companies.  If your company has already filled out and sent a check to one of these soliciting companies, the California Department of Justice asks that you file a complaint form with that office with as much detail as possible.  If you are unsure whether the form you have received is a business solicitation or a genuine communication from the Secretary of State, seek legal advice before filing it.  Any one of our corporate attorneys with whom you have contact can help in this regard.

In the event that your company receives such a business solicitation, please forward it (including the envelope and all of its contents) to:

Susie Lorden, Associate Governmental Program Analyst
California Department of Justice/Office of the Attorney General
Consumer Law Section
110 West A Street, Suite 1100
San Diego, CA 92101