Corporate Compliance Filing Solicitation Sent To RI Business Corporations Not from RI Secretary Of State

02/14/2013 - Rhode Island Secretary of State of State A. Ralph Mollis warns members of the Rhode Island Bar Association and Rhode Island business owners not to be misled by a direct mail solicitation from "Rhode Island Corporate Compliance (RICC)."

The official-looking letter cites a state law that requires corporations to keep records of accounts, minutes and the names and addresses of all shareholders and directs recipients to submit an "Annual Disclosure Statement" along with a "Document Fee" of $125. But state law doesn't require Rhode Island companies to file those records with the Secretary of State's office or any state agency. Even more concerning, the mailing comes at the same time that Rhode Island's 30,000 for-profit corporations must file annual reports with Mollis.
"We are concerned that companies may file the form and pay the $125 because they believe they are filing their annual report with us. Don't be misled. That letter did not come from us. You must still file your annual report with us," said Mollis, who tracked down the return address on the RICC mailing to a postal box number at a UPS store in downtown Providence.

Mollis warns business owners because failure to file an annual report can result in fines and the revocation of a corporation's Certificate of Incorporation or Certificate of Authority in Rhode Island. More than 110 business owners have called the Secretary of State's office with questions about the notice. At least one had already mailed a check to RICC.
"Too many people have been confused by the mailing. We're assuring them that it did not come from our office and this is not a required filing by any state office," said Mollis, who has taken steps to notify customers including posting a warning on his website and sending an e-alert to thousands of businesses.

Mollis urges anyone with questions about the direct mail solicitation to contact his office at (401) 222-3040 or corporations@sos.ri.gov

Forms that meet the minimum statutory requirements and instructions for filing can be found at the Rhode Island Secretary of State’s website: http://sos.ri.gov/business/

In June and in November of 2012, the Bar Association sent an all-member email and posted a notice on the Bar’s website regarding this solicitation. Apparently, these letters are once again appearing in some business mailboxes. The information noted above holds true for this latest solicitation.