Scheme Targets Corporations and Limited Liability Companies; LARA alerts Michigan businesses of scheme collecting $59.99 fee to obtain a Certificate of Good StandingContact: Melanie Brown 517-373-9280Agency: Licensing and Regulatory Affairs
June 18, 2014 - Michigan Department of Licensing and Regulatory Affairs (LARA) Director Steve Arwood today warns Michigan corporations of a non-governmental entity trying to collect a $59.99 fee to obtain a certificate of good standing. The misleading compliance solicitation implies that a certificate of good standing is required to comply with state business formation requirements and is designed to look like an official document, but it is not.
“Michigan corporations and limited liability companies are not required by law to receive a certificate of good standing from LARA’s Corporations, Securities & Commercial Licensing Bureau to comply with the State requirements for entity formation,” said Arwood. “Our customers should disregard these deceptive notices as they are not from the State of Michigan.”
Information received by LARA’s Corporations, Securities & Commercial Licensing Bureau,Corporations Division indicates that new businesses formed in other jurisdictions (such as the state of Arizona) are being targeted with these solicitations once they file their Articles of Incorporation or Organization. These businesses are being sent what appears to be an official government form advising them that there is one more step necessary to comply with state requirements. (See the bogus Arizona Business Filing Services’ 2014 Certificate of Good Standing Request Form.)
At this time, there are no confirmed cases of Michigan businesses affected by this scheme; however, Michigan businesses should continue to be vigilant. “Unfortunately, these misleading mailings offering assistance for non-required services continue to go out and create confusion,” Arwood said. “Michigan businesses are not legally required to obtain a Certificate of Good Standing to comply with State law.”
The phony letters can look authentic. They may be addressed to the corporation or limited liability company, the resident agent, director or officers; cite a Michigan statute or a federal statute; and may appear to be issued by the Corporations Division. If such notices are received, they are to be disregarded because they are neither issued by LARA nor any governmental agency.
If you need of a certificate of good standing, you may contact the Corporations Division directly at 517-241-6470, Monday-Friday from 8 am – 5pm EST. Requests for certificates of good standing may also be faxed to 517-241-0538 using form, CSCL/CD 274. The cost for a certificate of good standing (Corporation and Limited Liability Company) is only $10.00.
Any Michigan corporation or limited liability company that receives a notice that they need to obtain a certificate of good standing and pay a fee to avoid noncompliance with State laws is advised to do the following:
- Keep the notice, mailing envelope, and return envelope.
- Contact the United States Postal Inspections Service to report mail fraud at: 877-876-2455 or http://postalinspectors.uspis.gov/forms/MailFraudComplaint.aspx
- Or contact the Michigan Office of the Attorney General at P.O. Box 30212, Lansing, MI 48909.
Legitimate notices and mailings to Michigan corporations and limited liability companies are issued from the Corporations Division and are mailed to the resident agent at the registered office address on record. When receiving any official-looking document, please review carefully and read the small print. If you are not sure, please contact the Corporations Division at 517-241-6470.
Customers with questions about their corporation, limited liability company, or limited partnership are encouraged to use the Business Entity Search at www.michigan.gov/entitysearch to check their status. If an annual report or statement needs to be filed, customers may file online using www.michigan.gov/fileonline. Additional information is available on the Corporations Division website at www.michigan.gov/corporations or by calling the Corporations Division at 517-241-6470.