Submitted by UCS on December 24, 2019

Massachusetts Secretary of State issues warning to all Corporations regarding Compliance Requirements

Massachusetts Secretary of State warning to all Corporations regarding Compliance Requirements

Over the last few months, Massachusetts corporations have been receiving solicitations from “Massachusetts Council for Corporations”, “Corporate Record Service”, “Compliance Filings Service” and “Compliance Services” offering to complete corporate minute meetings on behalf of their corporation for a fee. Note, corporations in Massachusetts or any state within the U.S. are not require to file their corporate minutes with the Secretary of State.

Here is a statement from the Massachusetts Secretary of State:

Recently, entities titled “Massachusetts Council for Corporations”, “Corporate Record Service”, “Compliance Filings Service” and “Compliance Services” mailed solicitations entitled either “Annual Minutes Requirement Statement Directors and Shareholders”, “Annual Records Solicitation Form” or “Annual Minutes Compliance Notice” to numerous Massachusetts corporations. These solicitations offer to complete corporate meeting minutes on behalf of the corporation for a fee. Despite the implications contained in the solicitation, Massachusetts corporations are not required by law to file corporate minutes with the Secretary of State.

Based upon phone calls this office has received, it is apparent that many citizens are confused by the solicitations. First, the solicitation is presented in a format similar to forms promulgated and distributed by the Office of the Secretary of State and reference a $125 “Annual Fee”, the exact amount of the fee for filing an annual report with the Office. Second, the solicitations include a Massachusetts corporation number. Third, the solicitations contain a limited response time. Although the solicitations contain a disclaimer stating that Massachusetts Council for Corporations, Corporate Record Service, Compliance Filings Service and Compliance Services are not affiliated with any government agency, many customers may misinterpret the official-looking documents.

You do not have to do business with Massachusetts Council for Corporations, Corporate Record Service, Compliance Filings Service or Compliance Services. The forms provided by them are not required by the Office of the Secretary of State. Whether you choose to do business with them will in no way affect your corporate filing with the Secretary of State, either positively or negatively.

It is important to remember that any official statement or request from the Office of the Secretary of State will clearly indicate its origin by displaying the name of Secretary of State William Francis Galvin.

Please notify Jesse LaFlamme by either fax 617-878-3505 or email to jesse.laflamme@sec.state.ma.us regarding receipt of this solicitation so the Secretary of State may monitor the matter and refer to the Attorney General’s Office if appropriate. Thank you.

If you receive a suspicious solicitation such as this, feel free to contact the Secretary of State or reach out to your registered agent for clarification.