Filing Corporate Minutes

ANNUAL MINUTES
"COMPLIANCE CERTIFICATE"

Some boards and management companies have been sent official-looking documents stamped "FINAL NOTICE" from the "Corporate Compliance Center." The enclosed form has a Secretary of State number in the right-hand corner with a deadline for returning the form. The document requires that you enclose $100 when you return the completed form.

Keeping Minutes. The one-page document leads with 2 paragraphs stating that Corporations Code sections 5510 and 7110 require nonprofit corporations to keep minutes. Neither of these provisions requires the keeping of minutes; that requirement is found in Corp. Code §8320. The next paragraph gives an ominous warning that failure to comply could result in "personal liability of the corporation's members, directors and officers for all corporation debts and obligations, without limit to amount."

No Requirement to File Minutes. Even though the document is entitled "Annual Minutes Compliance Notice" there is no law requiring associations to file minutes with the Secretary of State or any other agency or organization. In fact, the Corporate Compliance Center asks no questions about your minutes; it merely asks you to identify your corporate officers and pay them $100. In return, they will send you a "Certificate of Minutes of Board of Directors and Members" that you can put with your minutes. The certificate itself has no official status with the Secretary of State.

Disclaimers. The Corporate Compliance Center was careful to put a disclaimer on the envelope that their mailing was not a government document and another disclaimer on the form that they were not approved or endorsed by any governmental agency.

You are certainly free to return the form along with $100, but you are not required to do so. If you prefer, our office would be happy to send you a one-page certificate for $100.

Updated by ADAMS KESSLER 5/7/2008