Sunday, February 3, 2008

Secretary of State Handel Alerts Corporations to Potential Scam

Recently, an entity calling itself “Georgia Corporate Compliance” mailed solicitations entitled “Annual Minutes Disclosure Statement” to numerous Georgia corporations. This solicitation offers to complete corporate meeting minutes on behalf of the Georgia corporation for a fee. Despite the implications contained in the solicitation, Georgia corporations are not required by law to file corporate minutes with the Secretary of State.

Based upon the numerous phone calls the Secretary of State’s Office has received, it is apparent that Georgia citizens are understandably confused by Georgia Corporate Compliance’s solicitation.

First, the solicitations are presented in a form similar to forms sent out by the Georgia Secretary of State’s Office. Second, the solicitation includes an official-looking seal. Third, the solicitations contain a limited response time. Although the solicitation contains a disclaimer stating that Georgia Corporate Compliance is not affiliated or endorsed by any government agency, many customers have been understandably confused by the official-looking documents.

Although the Secretary of State has no legal authority to pursue this matter, we have provided information in our possession to the United States Postal Inspector, the Office of Consumer Affairs, and the Georgia Attorney General’s Office. In 2007, the Georgia Secretary of State collected a statutory civil penalty from Georgia Corporate Compliance for transacting business in this State without a certificate of authority. Georgia Corporate Compliance continues to transact business in this State without a certificate of authority, in violation of O.C.G.A. § 14-2-1501.

You do not have to do business with Georgia Corporate Compliance. The forms provided by Georgia Corporate Compliance are not required by the Office of the Secretary of State. Whether you choose to do business with Georgia Corporate Compliance will in no way affect your corporate filing with the Secretary of State, either positively or negatively. There is no need for you to use Georgia Corporate Compliance or any other business offering similar services for any reason, unless you choose to do so. The Office of the Secretary of State does not require the use of any businesses offering services like those offered by Georgia Corporate Compliance.

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 State Seal and the name of Secretary of State Karen Handel.

If corporate customers have any other questions, please call the Corporations Division Call Center at 404-656-2817.

Karen Handel was sworn in as Secretary of State in January 2007. The Secretary of State's office offers important services to our citizens and our business community. Among the office’s wide-ranging responsibilities, the Secretary of State is charged with conducting efficient and secure elections, the registration of corporations, and the regulation of securities and professional license holders. The office also oversees the Georgia Archives and the Capitol Museum.

Georgia corporations, limited liability companies and limited partnerships are formed by filing with the Corporations Division. Some foreign (out of state) entities that do business in the state of Georgia are required to file with the Corporations Division. The Division serves as custodian of the filings and provides copies and/or certifications of the documents. As an administrative filing agency, the Division does not have authority to intervene in disputes between consumers and businesses, disputes between businesses, or disputes between shareholders, members, officers or other persons involved in an enterprise. Currently, over 713,000 domestic and foreign corporate entities are on file with the Georgia Secretary of State’s Corporations Division.

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