Sunday, February 24, 2008

Secretary of State Handel Warns Georgia Corporations: New Firm May Be Pulling Old Tricks

Georgia Secretary of State Karen Handel warned corporations today that her office received complaints about solicitations sent from a firm called “Georgia Corporate Headquarters.” The firm offers to complete corporate meeting minutes on behalf of Georgia corporations for a fee. The “Annual Minutes Disclosure Statement” included in the offer is very similar to solicitations mailed throughout the past year from a firm called “Georgia Corporate Compliance.”

Despite the implications contained in the solicitation, Georgia corporations are not required by law to file corporate minutes with the Secretary of State.

“Georgia’s corporate entities should be on the lookout for this misleading mailing,” Handel said. “Additionally, Georgia Corporate Headquarters is not registered with our Corporations Division to do business in our state.”

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

First, the solicitations are presented in a manner similar to annual registration forms sent out by the Georgia Secretary of State’s Office. Second, the solicitations contain a limited response time. Although the solicitation contains a disclaimer stating that Georgia Corporate Headquarters is not affiliated with the Office of the Georgia Secretary of State or endorsed or made by the federal government or an agency of the federal government, some corporate officers have been understandably confused by the official-looking documents.

Georgia’s Corporate Entities do not have to do business with Georgia Corporate Headquarters. The forms provided by Georgia Corporate Headquarters are not required by the Office of the Secretary of State. Whether corporations choose to do business with Georgia Corporate Headquarters will in no way affect their corporate filing with the Secretary of State, either positively or negatively. There is no need for corporations to use Georgia Corporate Headquarters or any other business offering similar services for any reason, unless they 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 Headquarters.

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 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 720,000 domestic and foreign corporate entities are on file with the Georgia Secretary of State’s Corporations Division.
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