Don’t Be Fooled by Fake Small Business Notices

It’s that time of the year for all profit corporations, limited liability companies, and limited partnerships to file their Annual Reports. They are due each year between January 1 and May 1. According to the notice on sunbiz.org, “Your 2017 Annual Report and fee must be received and processed by midnight Eastern Standard Time on May 1 to avoid the non-negotiable $400 late fee.” Directions for electronic filing of the annual report can be found on sunbiz.org. Please note that the data submitted, exception for payment information becomes public record.

Each year during the filing season notices go out for the Annual Report filing. In addition notices go out from non-state companies to newly formed companies offering to file, “Annual Minutes” or “Annual Corporate Record Forms.” Every year some new business owners ask if this is necessary. Unfortunately some business owners pay the fee for a filing that is not necessary. For that reason the State of Florida leaves the following alert on its website’s Consumer Notices:

CONSUMER NOTICE:  Beware “Annual Minutes” or “Annual Corporate Record Forms” Notices

Do not mistake “Annual Minutes” or “Annual Corporate Record Forms” notices with the Florida Department of State’s required Annual Report filings.

• These notices, which solicit a fee of $125, are NOT from the Department of State or any other state or federal agency.
• These forms are not required by this office, or any other state or government agency.

As a new business owner, more confusing solicitations may come from official sounding emails or letters. A client recently sent the following email:

“I received a bill from [name withheld]. It states I have one step left in order to attain my elective Florida Certificate of Status and corporate agreement templates.  Then in small print it states, “This is not a government agency.”  There is a charge of $44.99. Is this something I need to fill out and pay for? Is this important for me to do?”

For most businesses a paper copy certificate of status is not needed. If one is needed or desired it can be obtained online through sunbiz.org and printed immediately on an office printer. The cost for this service ranges from $5- $8.75. In the Consumer Notices section of sunbiz.org the organization lists the following:

CONSUMER NOTICE:  Beware of Suspicious Notices.

Once a business entity or registration is properly formed, incorporated, organized or registered on record with this office, it is not required to purchase or receive a certificate of status to be considered valid.

Any notices or solicitations you receive stating otherwise are not from the Department of State, Division of Corporations, or any other state or federal agency.

Care should be taken to know the items needed for your business to remain up to date with yearly reports. Further care should be taken to make sure that only the appropriate forms and services are purchased. During filing time each year take the time to read through the Consumer Notices section of the Florida Division of Corporations´ Sunbiz™ website. The sunbiz.org site gives this additional warning in its Consumer Notices section:

CONSUMER NOTICE:  Beware Unofficial Websites or Communications by Mail.

Carefully review all solicitations, notices and websites that offer various business filings, registrations and/or certification services at prices above the required statutory fees.

• Do not confuse suspicious communications by mail or online with the Florida Division of Corporations’ official notices or website (known as Sunbiz).
• Check for non-governmental agency statements before complying with any instructions or using filing or certification services.
• Disregard “Annual Minutes” or “Annual Corporate Record Forms” notices.  Neither form is required by this office or any other state or government agency.

Finally, be sure that the website you use is the sunbiz.org website. In a recent search for “sunbiz” most search engines listed the Florida Division of Corporations site as the first choice. In one search the sunbiz.org site followed several ads with headers such as “SunBiz – State of Florida” which when clicked took you to a non-State of Florida website.

Knowing where to look and knowing the requirements are important to the welfare of a business. This could prevent the business owner from hundreds of dollars in unnecessary expense, time and paperwork. For more information or assistance contact your local Florida SBDC at University of South Florida office.