Litigation Advisory Services Blog

Beware of Corporate Minutes Solicitation

In a world full of scams and frauds, there is currently a new one that is targeting unsuspecting Ohio business owners.

The mail solicitation which has been received by some of our clients is being initiated by a Company “Ohio Corporate Compliance” of Columbus, OH.  The official looking letterhead and form design has led some to believe that completing the form is required by law.  The solicitation involves advising businesses that they must maintain corporate minutes (which is true). 

For $150, Ohio Corporate Compliance can assist them with preparing the most basic corporate minutes which reflect the names and addresses of the shareholders as well as the number of and types of shares of outstanding stock. They enclose a form called “Annual Minutes Disclosure Statement” for the recipient to complete and return.  

The mail solicitation may be confusing to an unsuspecting business that may feel that they must file corporate minutes with the State of Ohio.  The Ohio Secretary of State has issued an alert about such a solicitation.  Corporate minutes are not required to be filed with any governmental agency according to the Ohio Secretary of State.  Even the fine print of the solicitation states, “This product or service has not been approved or endorsed by any governmental agency.”

While Ohio corporations must have annual shareholders meetings and document such meetings with corporate minutes, such documents are not required to be filed with any governmental agency.  It is best to contact your corporate legal counsel as to the preparation, and retention, of any corporate minutes.  After all, isn’t your very own legal counsel in the most informed position to prepare your annual corporate minutes?

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