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The North Carolina Secretary of State’s web site has posted an alert about a company called “Compliance Services” that is mailing official-looking notices to North Carolina corporations offering to prepare their annual minutes for a $125 fee.

While corporations are required by NCGS Section 55-7-01(a) to hold an annual meeting of shareholders, minutes of these meetings are not required to be filed with the Secretary of State (or anywhere else). Compliance Services is not affiliated with the Secretary of State’s office or any other state department or agency, and is the subject of an injunction prohibiting it from conducting business in NC.

What must be filed with the Secretary of State, however, is the corporation’s annual report. The Secretary of State’s web site can prepare a pre-printed annual report for your review and submission. Corporate annual reports are due when the corporation files its income and franchise tax returns. The fee is $18 if done online via the Secretary of State’s website or $25 if done manually and submitted to the Department of Revenue.

Limited liability company annual reports are due on April 15, of each year, even if the company was formed between January 1 and April 15 of that year. The fee for an LLC annual report is $200.

Companies that do not hold annual meetings of shareholders or properly store the minutes could lose their limited liability, making the owners potentially liable for the debts and actions of the corporation.

Tags: annual meeting, annual meeting minutes, annual report, Compliance Services, corporations, North Carolina Department of Revenue, North Carolina Secretary of State, pierce the corporate veil

This entry was posted on Wednesday, March 17th, 2010 at 1:16 pm and is filed under business law. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.