Fraud Alert Regarding State Corporation Commission Information Scam

WARNING TO ALL CORPORATE EXECUTIVES, OFFICERS, SHAREHOLDERS, AND ADMINISTRATIVE ASSISTANTS OF CORPORATIONS IN THE COMMONWEALTH OF VIRGINIA

The attorneys of Fairfax's HALE BALL MURPHY, PLC would like all corporate executives and employees in the commonwealth of Virginia to be aware of a recent mailing scam. If your company receives a request in the mail from an institution known as "Corporate Records Service," claiming to be a division of Virginia's State Corporation Commission, DO NOT RESPOND to the solicitation and do not send the requested fee of $125. According to this warning on the Virginia State Corporation Commission website, "[t]he inquiries relate to unsolicited mailings received by Virginia corporations from Corporate Records Service that include an official-looking form titled '2013 – Annual Minutes Form' and an offer from Corporate Records Service to prepare the document for a fee of $125." Corporate Records Service, however, is not a government agency and is in no way affiliated with the State Corporation Commission, which actually regulates corporate businesses in the commonwealth of Virginia, or any other branch of the Virginia Government.

DO NOT RESPOND TO ANY REQUESTS CLAIMING TO BE FROM THE CORPORATE RECORDS SERVICE

While the solicitation does note that Corporate Records Service is not a government entity, this information might be ignored by a casual or uninitiated observer. Like most successful fraudulent mailings, the envelope and paper stock have the look and feel of an actual piece of government correspondence (i.e. seal, officialese verbiage, et cetera). The document informs the reader that the 2013 – Annual Minutes Form must be prepared and submitted by VA corporations in accordance with Virginia law, when in fact the Virginia State Corporation Commission does not require or recognize any such document. The scam letter also lists a "respond by" date to convey a sense of urgency.

In addition to the $125 fee, the solicitation asks for the names of corporate shareholders, officers, and directors. It's unclear whether the perpetrators of this fraud are trying to collect this information to further future fraudulent solicitations, or just to give the intended victim the impression that the fictitious Annual Minutes Form that it is promising to prepare contains some of the same information as the State Corporation Commission's annual report form—in other words, trying to "sell the lie."

CORPORATE RECORDS SERVICE HAS BEEN REPORTED AS A SCAM BY THE BETTER BUSINESS BUREAU

If you receive one of these solicitations and are still somewhat uncertain that it is a scam, the Clerk's Office of the Virginia State Corporation Commission encourages you to call with your questions at 804-371-9733 or 1-866-722-2551. If you are a HALE BALL MURPHY, PLC client, you may call our northern VA law office at 703-591-4900 to speak to one of our corporate law attorneys. Whether your needs are broadly business based or something specific (ex. Subchapter S Corporations), our attorneys can assist you with any legal aid you might need for both new and well established businesses.