Don"t Fall for This "Registering Your Corporation" Scam
in several states recently a scam has been surfacing, which tricks business owners into paying money for false business registration that isn't in fact a legitimate registration with the state. Here's how to spot this scam and protect yourself against getting hooked by it.
First, you should understand that certain types of businesses, including corporations, LLCs, and partnerships, must register with each state in which they do business.
The only type of business that is not required to register in a state is a sole proprietorship.
The business registration process involves filing a document with the state. The actual name of the document varies by type of business and state or commonwealth. It is called "Articles of incorporation," Articles of Organization," or other. Then a fee must be paid to the state for this registration. The business name is registered at the same time, so there is no separate business name registration.
The scammers have been sending out letters to business owners telling them "this is your business registration and asking for a registration fee.
Here's one example: According to Michael Banner at SmallBiz.com, in Florida a company called the"Florida Center of Corporations" is saying in a letter: "“You have one step left to receive your Florida Certificate of Status." This is simply not true. Once a business is registered with a state, no more registrations are required.
The Better Business Bureau in Florida says:
These deceptive solicitations look official and appear to be coming from the state. The common theme is that they direct the recipient to send a fee, usually much higher than the state would charge, often for services that are not needed.
Another similar scam that has made the rounds of various states is to offer other unneeded business services. In Oregon, for example, a company was offering an unneeded annual corporate minutes recording service. The state has since stopped this scam, noting that while corporations must keep minutes of board of directors meetings, these minutes are not required to be filed with the state. I know of no state that requires such a filing.
So what do you do if you receive a notice and you aren't sure whether it is legitimate or not?
1. First, read the fine print. These scam outfits must clearly state that they are not part of the state government. If they don't state that, they are in violation of the law.
2. Search for the name of the service. If they are a scam, the first thing you will see if you search online is the "Scam" label. A recent search for "Florida Center of Corporations" had several scam alerts at the top of the web search page.
3. Look at the name and address the letter was sent to. If the name and address are not the same as those the business used to register with the state, the letter is probably bogus. For example, if you have a business address and the questionable letter came to your home, it's suspect.
3. Go to the official website of your state's secretary of state (or secretary of the commonwealth) and find the business division. See if they have any scams listed, or search for "scam" on the site.
4. Make sure you are really registered with your state. Each state has a search for business names. If the search doesn't bring up your business name, you aren't registered.
In general, question receiving a mailing or email from an official looking agency, including both federal and state agencies. The IRS, for example, never contacts taxpayers by email or phone, but only through the mail.
You can get more information on how to form an LLC or incorporate a business in a state:
How to Form an LLC
How to Incorporate a Business (including details on incorporating in your state)
How to Start a Partnership
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