Recently, an entity calling itself “Compliance Services” with an address in Austin, Texas, mailed solicitations entitled “Annual Minutes Requirement Statement” to numerous Texas business entities. This solicitation suggests that a Texas business entity is required to complete the statement and return it with a fee of $125.
Although the solicitation contains a disclaimer stating that Compliance Services is not affiliated with the Texas Secretary of State, many customers may misinterpret the official-looking documents. Despite the implications contained in the solicitation, Texas business entities are not required by law to file the statement with Compliance Services. Based on inquiries the Texas Secretary of State has received, it appears that confusion has resulted from Compliance Services’ solicitation and the suggestion that the statement is necessary to avoid non-compliance with Texas law.
You do not have to do business with Compliance Services. The forms provided by Compliance Services are not required by the Texas Secretary of State. Whether you choose to do business with Compliance Services will in no way affect your status with the Secretary of State.
It is important to remember that any official statement or request from the Texas Secretary of State will clearly indicate its origin by displaying the State Seal and the name of Secretary of State Hope Andrade.
In October 2008, the Texas Attorney General took action based on a similar solicitation and continues to monitor similar solicitations. If a Texas business receives a solicitation from Compliance Services, sent money in response to the solicitation or receives any similar solicitation in the future, a complaint may be filed with the Attorney General.
This Gray Reed & McGraw Alert is issued for informational purposes only and is not intended to be construed or used as general legal advice. IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein.