Certain business entities have reported receiving misleading solicitations like this sample (PDF) urging the business to submit an order form and processing fee to a third party to file a Statement of Information on their behalf with the California Secretary of State or suffer penalties, fines, suspension or seizure.
This solicitation, "California Corporations Annual Order Form" and similar solicitations, are not being sent on behalf of the California Secretary of State.
The misleading solicitation can be identified from the following characteristics as shown in the sample (PDF) :
- Form number “501-C” in bold font on the upper left and the year “2022”, on the upper right of the order form are placed to make the form look like an official tax return form. [“Instructions on back” are not available.];
- Discloses the offer is neither approved nor endorsed by any governmental agency; indicates the offer is not from a government agency;
- A “Service Process Fee” is nearly 10 times the fee to file a Statement of Information directly with the California Secretary of State;
- Provides an estimated processing time of 4-6 weeks to process and file the Statement of Information on behalf of the corporation. Note: a Statement of Information can be filed directly with the California Secretary of State on bizfile Online and is generally processed within minutes;
- Discloses the order form is not a bill. It is a solicitation with no obligation to pay unless the offer is accepted;
- Attempts to create a sense of urgency by summarizing the consequences of failing to timely file a Statement of Information using exaggerated phrases such as "your entity could be taken";
- References or quotes California law, some of which are accurate and some of which are false;
- May include accurate prepopulated information about the business entity, such as the business type and entity number.
These solicitations are not being made or authorized by the California Secretary of State’s office or any other governmental entity. Although a business entity can use an intermediary to submit filings and fees to our office, no business is required to go through another company in order to file its documents with the California Secretary of State’s office.
Statements of Information may be filed online at bizfileOnline.sos.ca.gov. The fee to file the statement is $25 for California stock and foreign corporations, and $20 for California nonprofit corporations and all limited liability companies.
Note that submitting the fees and filings required by the California Corporations Code to a third party for filing with the California Secretary of State does not meet the business entity’s statutory obligation to file a Statement of Information with the California Secretary of State. Also, note that Corporations are required to keep records, books and minutes of its proceedings, however these items are not filed with the California Secretary of State.
Action for Misleading Solicitations
California businesses that receive one of these misleading solicitation letters or that have paid for and received document(s) should submit a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, and all related documents if available, and a copy of any documents received) to the California Attorney General, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244–2550. A Consumer Complaint Against Business/Corporation can be completed online and printed to mail.
** Disclaimer: Although every attempt has been made to ensure that the information contained on the bizfile Online portal is accurate, the California Secretary of State's office is not responsible for any loss, consequence, or damage resulting directly or indirectly from reliance on the accuracy, reliability, or timeliness of the information that is provided. All such information is provided "as is."
