The California Secretary of State has issued warnings about misleading certificate of status solicitations. Directors and officers of corporations and managers and members of limited liability companies (LLCs) should be wary of such solicitations. As a public service, the text of the Secretary of State’s warning is repeated below (with minor modifications):
Letters are being sent to businesses registered with the Secretary of State directing them to submit $49.50, respond by a certain date, complete a form, and send the money and documentation to a private entity named “California State Corporations.” According to the letter, California State Corporations will provide a “certificate of status.” However, these Certificates of Status are fraudulent because only the Secretary of State can issue a Certificate of Status. An example of the form and fraudulent “certificate of status” are available through the Secretary of State’s website at www.sos.ca.gov/business/be/alert-misleading-solicitations.htm.
A certification of the entity’s status, also known as the Certificate of Status, only can be issued by the Secretary of State who is the official custodian of business entity records for the State of California. The fee for this certificate is $5.00. The private entity has no affiliation or authorization to act on behalf of the State of California or the Secretary of State and is illegally issuing fraudulent Certificates of Status for entities registered with the California Secretary of State.
These solicitations are not being made by the California Secretary of State’s office and are not being made by or on behalf of any governmental entity. Although a business entity can use an intermediary to submit filings, request a certificate of status, and pay fees to the Secretary of State’s office, no business is required to go through another private entity in order to obtain documents or certificates from the Secretary of State’s office and no private entity can issue these documents.
If you have received a similar letter and have questions, contact out office. Additionally, if you need assistance with arbitration, buy-sell agreements, business entity formation, or outside general counsel, contact Attorney Richard Burt. Serving San Jose, CA and all of the San Francisco Bay area, Mr. Burt can be reached at (408) 286-7333 or by filling out the online contact form.