Beware of LLC Annual Minutes Scams

by Richard Keyt, Arizona LLC attorney

There are two known annual minutes scams that were mass mailed to Arizona LLCs and corporations in 2008. Each notice requests that the entity send information to the scammer along with $125 to the scammer in exchange for annual minutes. The purpose of the notices is to mislead people into purchasing minutes from the scammers.

Arizona law does not require that the members or managers of an Arizona limited liability company hold annual meetings or that they document the meetings with minutes.

At first glance, the scammers’ notices appear like notices from a state agency that governs minutes. Beware of official looking notices received in the U.S. mail from:

Board of Business Compliance

Arizona Corporate Headquarters

There are no entities formed in Arizona or registered to do business under either of the above names. The addresses for each notice is a UPS mail box store. One notice is titled “Disclosure Statement, Board of Business Compliance, Annual Minutes Division.” The other notice is titled “Arizona Corporate Headquarters, Annual Minutes Disclosure Statement.” No Arizona state agency operates under either of those names.

Arizona Attorney General & Corporation Commission Warning

The Arizona Attorney General and the Arizona Corporation Commission issued the following joint warning on July 22, 2008, about the Board of Business Compliance scam. The Arizona Corporate Headquarters notice was mailed in November of 2008, and as of the date this article is written, the AG had not yet acted on the latter scam.

Here’s the text of the joint AG / ACC warning:

Corporation Commission and Attorney General Warn Business Owners of Dubious Solicitation

Board of Business Compliance Not Affiliated with Arizona Corporation Commission

PHOENIX-The Arizona Corporation Commission and Attorney General Terry Goddard are warning Arizona business owners that an organization calling itself the “Board of Business Compliance” is sending out official-looking documents to advertise its service of preparing annual meeting minutes for corporations. The solicitation, requesting payment of a $125 fee, is not a Corporation Commission document and the Board of Business Compliance is not in any way affiliated with the Arizona Corporation Commission. Business owners and their representatives are not required to file with the Board of Business Compliance, nor are business owners required to pay the $125 fee.

The document looks very similar to Corporation Commission filing documents and the private firm making the solicitation creates confusion by using language in its solicitation that is similar to that in Corporation Commission documents. The Board of Business Compliance forms carry an official-looking time deadline for filing and include the Arizona Corporation Commission file number assigned to the business. Further, a search of the Board of Business Compliance return address, places it at a UPS Store in downtown Phoenix.

If you believe you are a victim of fraud or if you have received this document, please contact the Arizona Attorney General’s Office in Phoenix at (602) 542-5763, in Tucson at (520) 628-6504, or outside the Phoenix and Tucson metro areas at 1-(800)-352-8431. To file a complaint online, please visit the Attorney General’s web site at To file a complaint in person, the Attorney General’s Office has 37 satellite offices throughout Arizona with volunteers available to help. Locations and hours are posted on the Attorney General’s web site.

Attorney Prepared Minutes

One scammer’s notice claims that attorneys charge $200 – $900 to prepare annual minutes. Some attorneys may charge on the low end of that range, but my guess is that few, if any attorneys charge more than $300 for annual minutes. Few people will pay that much for annual minutes.

I certainly don’t charge near that much. I prepare annual minutes or resolutions for Arizona LLC members and managers (two sets of documents) for $97. For more about Arizona LLC meetings and minutes and why I recommend all Arizona LLCs have meetings and minutes, see my article called, “Arizona Annual LLC Minutes.”

How to Hire Richard Keyt to Prepare Your LLC’s Annual Minutes or Resolutions

To hire Arizona LLC lawyer Richard Keyt to prepare annual minutes or resolutions for your AZ LLC for $97, fill out our online service agreement and pay online with your Visa or MasterCard. We offer two minutes / resolutions services:

  1. One time for $97, or
  2. Annual subscription for $97 a year. Purchase the service now and every December we will bill your credit card, send you an invoice and provide the minutes / resolutions service for that year. You can cancel at any time.