The North Carolina Secretary of State has put out an alert about a scam. A company named National Companies Register Corporation (hereinafter “NCRC”) is mailing letters to corporations and limited liability companies in an attempt to collect a fee for preparing annual minutes. This letter makes it appear as if it is providing a final notice that the company’s annual minutes must be prepared in the imminent future by NCRC. NCRC is not a governmental registry and you need not utilize its services.
NCRC revised its letter and is now sending notices again. In fact, not long ago, I received a letter for from the company for my law firm.
Corporations and LLCs need only file a report with the North Carolina Secretary of State once annually, which can be done online at its website, or through your CPA when your tax returns are prepared. Professional and non-profit corporations need not file this report, but should notify the North Carolina Secretary of State if their registered agent or its address changes.
Corporations are also required to have an annual meeting of shareholders and directors, or alternatively, resolutions in place of such a meeting unanimously approved by the shareholders and directors. The minutes of this meeting or resolutions should include the shareholders’ and directors’ approval of the company’s acts for that year. They also must contain statements or votes related to activities that are outside of the ordinary scope of the company’s business.
For clients whose corporate books are held or maintained by Harwell Law Firm, PA, we will send you a questionnaire each year, and for a small fee, prepare these resolutions for you. This is usually done in the anniversary month that the company was formed. However, if you are in possession of your company book, you should be having an annual meeting, or preparing resolutions each year, on your own.
Annual meetings or resolutions should also be prepared for Limited Liability Companies on an annual basis, as it is one of the factors that a court may consider if the company is sued and the other party is attempting to pierce the LLC veil. However, annual meetings are not specifically required by law for LLCs.
Please do not hesitate to contact us if you have any further questions or want more information.