Have You Received Mail From Business Filings Division?

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I’m starting to see a rash of mail come through my office from a company called Business Filings Division. My California clients look to be targeted right now, although I’m sure other states will be soon. If you’ve received one, don’t be fooled. It’s not real and you don’t have to do anything.

The solicitation comes in an official-looking envelope, with a confusing message that says both “BUSINESS MAIL – IMPORTANT NOTICE ENCLOSED” and then underneath that “THIS IS NOT A GOVERNMENT DOCUMENT”. Well, gosh, it sure looks exactly like the type of letter the CA Secretary of State’s office sends out, but let’s leave that alone for a minute.

Opening up the envelope, you’ll see a form with an official-looking government seal in the top, left-hand corner, then in the middle there’s 3 lines of centered text saying “Business Filings Division / Statement of Information / Limited Liability Company.” It’s got some official looking language on the right, including “Control Number,” the LLC’s CA registration number, and then the good stuff: Remit Payment $239.00, and Due Date: August 15, 2009 (remit immediately). Again, the key words are “official looking.”

Below that is some very carefully worded small print talking about California law, the fact that entities are required to file a Statement of Information after formation, and “at the time their Statement is due.” It also notes, in big, bold letters (of course) that there’s a penalty of $250 for companies that don’t file by their due date.

The rest of the form asks for information about the company, another warning note about the dire consequences of failing to file a Statement of Information, and then a note saying that the product or service has not been approved or endorsed by a government agency, nor is the offer being made by a government agency.

The back side of the document is covered in terms and conditions, along with some more dire warnings and reprints of information from the front. There’s also a statement that Business Filings Division will hand deliver the statement to the CA Secretary of State in a timely manner, along with state fees. And you’ll get a certified, stamped copy mailed to you for your records.

I’m used to seeing these, and it’s always fun to find the nuggets of truth hidden in the rhetoric. Here’s what they didn’t say.

1. This isn’t a formal Statement of Information. That’s delivered to you directly by the Secretary of State, either through your Resident Agent, or to your address on file.
2. The document as presented can’t even be filed with the Secretary of State. They will take your information and reprint it on the official form.
3. LLCs only file a Statement of Information once every two years. It’s typically due by the end of the month when your LLC was formed — so if it was formed in July 2007, the Statement of Information would be due July 31, 2009, 2011, 2013, etc.
4. There may be a penalty on the books, but it’s rarely, if ever enforced.
5. You can mail in your statement and you’ll still get a stamped copy if you include a self-addressed stamped envelope.
6. The actual filing fee for a Statement of Information for an LLC is $20.

By the way, if you’ve got a corporation things are a bit different. You file every year, the fee is $25, and you can file online.

So … that $239 they are charging consists of a $20 filing fee due to the State of California, and $219 going to …. well I’ve got a pretty good idea of where that’s going.

These things bug the heck out of me! There are two or three companies I’ve seen who engage in this kind of scam. It’s obviously profitable — as soon as a state A-G’s office shuts one down, another springs up (sort of like dandelions on my front lawn). I figure the least I can do is tell folks what to look for, and how to separate truth from … that other stuff. Laughing out loud

On the other hand … it may be a great time to take a look at your LLC or corporation and make sure you have filed your Statement of Information and your entity is in good standing.

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