I received an official looking envelope from for profit, non-government company Corporate Record Services today. It looks like it could be from the Florida Department of State Division of Corporations. But, alas it is not. It is a for-profit company trying to make money from busy, unsuspecting small business owners. Inside the envelope are two items: one is the solicitation letter, captioned “INSTRUCTIONS FOR COMPLETING THE ANNUAL MINUTES FORM” and the other a “2013 – ANNUAL MINUTES FORM”. The fee, it says is a whopping $125.00. Well, that is perhaps $125 that could be better spent elsewhere because State of Florida does not require companies to file annual minutes. Apparently, Corporate Records Service is sending out the same forms in Oregon and raising some eyebrows there [see article here The Desk: Businesses warned about letters from Corporate Records Service | OregonLive.com].
You could certainly pay someone else, such as an attorney to prepare annual minutes for you. Indeed, as the Corporate Records Service letter correctly states:
“Maintaining records is important to the existence of all corporations. In particular the recording of shareholders and director meetings. You can engage an attorney to prepare them, prepare them yourself, use some other service company or use our service.” See Corporate Record Services form Ah ha! There is that pesky disclaimer.
Businesses must keep minutes of their meetings, along with other important documents; however, most of these documents do not have to be filed with the state. There are many free resources online from the SBA or from the state in which your company is located. Several low cost guides from organizations such as NOLO are also available to help guide you. I recommend NOLO’s book Legal Forms for Starting & Running a Small Business.
There are times when you should to pay for help, and seek legal advice, but there are others instances when you can do a little work on your own. In my view, preparing the annual minutes is one of them.
My Disclaimer: This information is general, and is not legal advice tailored to your situation. This information is not intended to create an attorney-client relationship with The Sampaio Law Firm, PA (Miami, Florida). An attorney-client relationship would require a written agreement that confirms that a relationship has been established. Please feel free to contact me for more information at email@example.com.