Have you received a text purporting to be from the Washington Secretary of State that it’s time to file your LLC’s Annual Meeting Minutes? Or an email request for your Washington Certificate of Service or Certificate of Existence from a company you’ve never heard of? More likely than not, that message is a scam. We’ve discussed in prior blog posts that, unfortunately, many scammers are out there attempting to deceive Washington business owners. That said, there are annual filing requirements and record-keeping requirements that apply to LLCs and business corporations.

First, an Annual Report is required. Washington LLCs and for-profit business corporations are required to file an Annual Report with the Washington Secretary of State each year by the end of the month marking the anniversary of the entity’s formation. In other words, if you file the Certificate of Formation for your LLC in September, the Annual Report for the LLC must be filed with the Washington Secretary of State by the end of the year. The current Annual Report filing fee is $60. The Annual Report must be filed every year. If it is not filed, the entity faces administrative dissolution by the Secretary of State.

In addition, a corporation must maintain certain required records in a corporate minute book in its principal place of business. These records include minutes from annual meetings of directors and shareholders of the corporation.  Corporate shareholders are required by law to hold an annual meeting. But contrary to the scammers’ assertions, corporate meeting minutes are not filed with the Secretary of State.

An LLC is also required by law to maintain records in its principal place of business. Unlike corporate shareholders, LLC members are not required to hold annual meetings. However, the LLC must nonetheless maintain records commemorating the activities of the entity, including minutes of any meetings of members or managers and retain copies of any consents approving actions without a meeting. Like corporate meeting minutes, the minutes of LLC meetings are not filed with the state.

What do you do if you receive a scary-looking notice about your business entity? You should absolutely pay attention to it but scrutinize it with care. If the notice did not originate with the Washington Secretary of State, it is probably not legitimate. According to this consumer alert issued by the Washington Secretary of State Business Corporations Division: “The Office of the Secretary of State will send notices directly to registered businesses. An email notice will come 60 days prior to expiration; a paper notice sent via U.S. mail, is sent 45-60 days prior to expiration if electronic notification is not selected. This office does not currently send text messages.” In other words, if the message does not originate from the Secretary of State, it is probably spam or, worse, a scam.

Do you have questions about corporate or LLC maintenance? We’re happy to help!

This post is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting with an attorney.

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