Every year, several corporate clients, particularly newly formed corporations, call to inquire about filing the Annual Meeting Disclosure Statement.  Its an official-looking document that arrives in the mail from organizations such as Corporate Compliance Recorder or Corporate Headquarters Compliance Division, or Compliance Annual Minutes Board.  Like a lot of other "junk mail," these mailing arrive in what appears to be an offical government envelope, and once you open the envelope there is a simulated goverment form entitled Annual Meeting Dislosure Statement.  This type of fraudulent and misleading mailing (deceptively trying to appear like a government agency) caused problems for companies like Publisher's Clearing House years ago but these unscrupulous business practices continue to be perpertrated by numerous companies across the United States.

The Annual Meeting Discloure Statement usually quotes the state law of the recipient's state of incorporation or corporate residence.  In California it usually quotes the California Corporations Code, like Section 1500, which states in relevant part:

Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees of the board and shall keep
at its principal executive office, or at the office of its transfer agentor registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares heldby each.  Those minutes and other books and records shall be kept either in written form...

To complete the Annual Meeting Disclosure Statement, the recipent is to provide the names and addresses of the corporations' directors and shareholders, and then mail it to the sender along with a filing fee of $100 to $175.  In some cases, the form even notes a late fee if the document is not returned before the "due date."

Here's the catch - California and many other states where is scam is perpetrated do not require the filing of this information or the minutes of any shareholder or director meeting with the Secretary of State.  This should not be confused the Statement of Information, which is required by the California Secretary of State.  Like most states, California provides most of its business and corporate forms via the internet so you.  If you are unsure if a form corporate form you received in the mail is legitimate, contact your attorney, accountant, or a goverment agency like the California Secretary of State.  If you have fallen victim to this or similar scam in California, you can contract the State Attorney General, the California Secretary of State, or local district attorney.

Even though corporations in California are not required to filed minutes of shareholders and directors meeting with the Secretary of State, holding meeting, at least annually, and keeping the minutes of those meeting are very important.  In California, the Coporation Codes requires an annual shareholders meeting for the election of directors.  The board of directors are responsible for the corporations' management and it is important to document all meetings and decisions made by the board.  Properly conducting meetings in accordance with state law and the bylaws of the corporation can protect the shareholders and directors from liability.  By failing to follow corporate formalities, shareholders may become personally liable for the debts of the corporation - a legal doctrine known a piercing the corporate veil.