If you own or represent an Illinois corporation, you may have received correspondence about your annual minutes that looks like it is from a government agency. In all likelihood, the form is not from a government agency, but rather a private business that purports to prepare annual minutes. The correspondence that we received includes a form that cites several provisions of the Illinois Business Corporations Act and provides blanks to disclose the names of the corporation’s shareholders, directors, and officers. The form requests payment of a $125 fee and implies that it must be submitted by a deadline. The form creates the impression that Illinois law requires corporations to file their annual minutes with a state agency and pay a fee, similar to how corporations file annual reports with the Illinois Secretary of State. This form could deceive corporate representatives and cause them to complete it under the mistaken belief that it is required by the Illinois Secretary of State’s Office. By completing it, you would be supplying names and addresses of corporate officers to a private party. Who knows what they will do with that information.
Illinois law does not require filing corporate minutes with the Secretary of State’s Office or any other state agency. It is a good practice for corporations to conduct annual meetings and record minutes of those meetings, but the minutes are private. They are not filed with the Secretary of State’s Office and no fee for annual minutes is owed to a government agency. Corporations should carefully examine correspondence that appears to be from a government agency to confirm that the correspondence is what it purports to be. If you are not sure if you have received deceptive correspondence, you should have an attorney review it to verify that it is genuine prior to responding to it.
The foregoing article was provided for general information. Seek specific legal advice for your situation. The attorneys of David L. Bea & Associates are experienced in corporate matters. If you have any questions, please do not hesitate to contact us.
© 2012 David L. Bea & Associates