Montrose - Daily Press

MONTROSE — It looks official, but a request for "annual minutes disclosure" statements is anything but, state and federal officials say.

In recent weeks, Montrose businesses began receiving notices from an entity identifying itself as Colorado Corporate Compliance. For a fee, it offers to assist businesses in filing minutes from annual corporate meetings with governmental agencies.

The problem is, Colorado law does not require corporations to file meeting minutes with the secretary of state.

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The solicitation form, a copy of which was provided to the Daily Press by a local accountancy firm, asks for a fee of $150 by Dec. 15. It quotes a "corporation disclosure act" and implies corporations have to submit minutes from board meetings. It asks for corporate addresses and the names of officers, directors and shareholders.

Only at the bottom does it disclose "this is a solicitation for the order of goods or services, or both, and not a bill, invoice or statement of account due. ... This offer is not being made by an agency of the government."

The solicitation directs people to send their fees to a Denver address, which according to the U.S. Postal Inspector's office, is actually a box rented from commercial mail receiving agent.

The box was shut down last week, after its owner signed a cease and desist order, said U.S. Postal Inspector Rich Sheehan.

"We received a number of complaints from victims throughout Colorado that had sent money in," he said.

Sheehan said the U.S. Postal Inspector's office checked with the Colorado Attorney General and Secretary of State, determining the solicitation "appeared to be fraudulent."

Sheehan did not disclose the name of the box-holder, because the matter was still under investigation Wednesday and charges have not been filed.

"Our belief is he's trying to defraud customers," Sheehan said. "Our goal was to prevent further victimization ... so we could work on the criminal investigation."

The Colorado Secretary of State's office issued a notice concerning the solicitations earlier this year. The notice explains that Colorado corporations are not under legal obligation to file corporate minutes with the SOS.

Once a corporation is registered and files articles of incorporation, it must keep on file accurate information concerning its registered agents and principal office address, said Vanessa Becker, business and legal analyst in the SOS' business division. There are annual yearly reporting obligations, but these do not include corporate minutes.

"Since this is a solicitation that refers to annual minutes, I think people are confused by that," Becker said.

When a corporation needs to file its annual report, the SOS sends out small post cards directing the business to the appropriate Web site. "It looks nothing like what Colorado Corporate Compliance is sending out," Becker said. "We want to make it clear these are not from our office."

Different filing fees apply at the SOS, depending on whether the reports are made online or in hard copy format. Only one fee, charged for hard-copy reports that are in delinquent status, is $150.

The SOS advises anyone who has received notices referring to "annual minutes disclosure statement" or "disclosure statement" to call (303) 894-2200 and select option 2, or to e-mail business@sos.state.co.us.

Recipients can also contact the U.S. Postal Service at www.usps.com (click the "postal inspector" link at the bottom of the page), or call (877) 876-2455.

"If you get anything you're not really expecting in the mail, look into who's behind it," Sheehan said.

 

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