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Aaron's Blog

Ohio Corporations: Beware of Annual Minutes Disclosure Solicitation

February 25th, 2009

Many Ohio corporations have recently received an official looking solicitation from an entity that identifies itself as "Ohio Corporate Compliance." The notice is addressed to the corporation and contains an official looking form with a deadline for reply, typically in a short period from the date of receipt.

The notice purports to require a filing fee of $150 in order to process the corporation's annual minutes. Although the Ohio Revised Code does require Ohio corporations to maintain minutes of meetings and certain other records annually, such minutes are to be kept in the records of the corporation; there is no requirement that corporate minutes be filed with the Secretary of State or any other governmental agency.

This notice is merely a solicitation by Ohio Corporate Compliance in an effort to prepare the annual minutes for the corporation for the fee of $150. However, it would be impossible for this entity to prepare all of the minutes that may be necessary for a given corporation based on the limited information requested on the form.

The Ohio Secretary of State addresses this solicitation on its website, and has a copy of the solicitation available here.

Although this notice is fraudulent, it is important for all Ohio corporations, especially closely held and family owned corporations, to understand that there Ohio law does require certain formalities in order to preserve the limited liability protection afforded by the corporate structure. In the event the legal requirements of corporate existence are ignored, a creditor could attempt to pierce the corporate veil (i.e., obtain personal liability against the corporate shareholders) in the event of a claim against the corporation.

In the event you have failed to comply, or are unsure of the applicable laws related to maintaining the limited liability protection afforded by an Ohio corporation, you should consult with your corporate attorney for details. In the event you do not have a corporate attorney, feel free to contact us for more information.