Michigan businesses face an increasingly complex regulatory environment at virtually every level of government, making it hard to keep track of a company’s legal obligations. Crooks seem to be using that complexity to their advantage. The Michigan Department of Licensing and Regulatory Affairs (LARA) recently reported that Michigan businesses are the latest to be targeted in a scam involving corporate meeting minutes.

The Michigan Business Corporation Act requires a corporation to keep books and records of its accounts and minutes from shareholder or board meetings. The books, records and minutes may be kept in written form or in any other form capable of being converted into written form within a reasonable period of time. Michigan law does not require that corporate meeting minutes be filed with the State.

According to LARA Director Steve Arwood, Michigan businesses are receiving an official looking form titled “2013 Annual Minutes Form.” The form implies that the recipient is required to complete and return it, along with a
$125 payment for the preparation of corporate meeting minutes. The form calls for the names of all shareholders, all members of the board of directors, and corporate officers. The completed form and payment (in the form of check, money order, or credit card number) are to be signed and returned to an entity identified as Corporate Records Service in Lansing. According to Mr. Arwood, a similar form appeared in September, 2012 under a different name but using the same address in Lansing. Similar scams are targeting businesses from Massachusetts to California.

Any Michigan business that has received such a notice is urged to:

1. Keep the notice, mailing envelope and return envelope;
2. Contact the United States Postal Inspections Service to report mail fraud at: (877) 876-2455, link here; or
3. Contact the Office of the Michigan Attorney General at P.O. Box 30212, Lansing, MI 48909

While LARA does mail official corporate forms to the corporate resident agent from time to time (such as annual report forms), recipients are urged to read all such forms and documents carefully. If you have any questions at all concerning the authenticity of what you have received, please contact the LARA Corporations Division at: (517) 241-6470.

For a complete copy of the press release and the bogus form currently in use, click here