Corporations and LLC's are
filed with the Corporations office of the Secretary of State.
These filings commonly involve periodic reports identifying the
registered agent, the Director and Officers, or the Manager, and even
the members; if so required.
From time to time, there are
scammers who are simply filing their name, or the names of other
persons, in the above mentioned capacities. Their goal is to sell
the company out from under the rightful owners, place themselves as
corporate officers, apply for an EIN, open bank accounts or engage in
other acts of fraud.
The real owners of the company
are left unaware until an event indicates a possible problem, such as
customers complaining for lack of service after payment was tendered,
sold assets of the company without proper authorization, or a
restriction of available financing.
There are a few perpetrators
who are simply reinstating companies that were dissolved or inactive,
and then selling the "shelf companies" outright to unsuspecting buyers.
Shelf companies are fine if you're acquiring one that wasn't dissolved
and reinstated. And if it was reinstated, make certain it was done
with the consent of the original owners.
Below are a few links and a
Below is a superficial
Check to see if the registered agent for your
company is correct. This is disclosed online with the
Secretary of State in the state in which the company is filed.
If someone change the registered agent for
the company without your permission, send a certified letter to
that illegally assigned registered agent notifying them that they don't have
your permission to serve as agent.
Don't be a wimp and ask whether you have a right to do
anything. If it's your company, get to work. Fill out the change of
registered agent form assigning a registered agent that works
File a police report. If you own the
company, file the police report locally. Then ask the
police department to file the report in the City and State of
where the company is filed. For example, if the company
was filed in Cheyenne, WY, then ask the local Police Department
to transmit the report to the Cheyenne PD.
Call the securities office in the state where
the company is filed and report stock theft.
Expect the Secretary of State to tell you that
they simply act in a ministerial capacity. The will tell you
that they will file the documents presented to them. But the
act of doing so fraudulently is a crime in that state. The
person who presents the false document for filing and pays the fee
is responsible for that fraud. And if
they file the documents through the mail, it's mail fraud. If they send it
via fax, it's wire fraud.
Ask the Secretary of State how they paid for
the filing. Ask for copies of records.
Get copies of the entire business file from
the Secretary of State. This will give you a history of
everything that was filed, who filed it, signatures, dates, and
a timeline. This timeline is needed for a law enforcement
Call your company's registered agent to express
concern of identity theft, if any. Contact the Secretary of
State online to find out the name of the registered agent. Do
a search for the company name and the registered agent will be
disclosed. Make certain you're the contact person for the
company. Your registered agent has an interest in keeping you
as a client to collect annual renewal fees.
If the RA was changed without your consent, send
this memorandum to the illegal RA certified mail return receipt.
Please be advised that I am the
proper owner and controlling stockholder of NAME OF COMPANY,
INC., a Montana corporation. Someone filed a change of name
to NEW NAME OF COMPANY, INC. without my permission. The MT
State Filing number is D123456. The name listed online is
false and identified as FALSE NAME HERE. The company
identity was stolen.
You are hereby notified that you do
not have permission to serve as registered agent for COMPANY
NAME, INC., a Montana corporation. If you provide any
services from this point forward, I will sue you and win.
The scammers' names involving the company are the
following: TOM, DICK, AND HARRY.
Any correspondence, in your
possession in the name of COMPANY NAME, INC. will be sent to
the following address:
Your name, your
If you refuse
to forward the correspondence to my attention without a
subpoena, then so be it. However, you will not forward
correspondence to the scammers named as TOM, DICK AND HARRY.
EIN fraud is also suspect. The IRS
will be called shortly.
Any records you have should be preserved in the
expectation of contact from a law enforcement organization that will be
investigating this matter shortly.
If the Secretary of State discloses an address
you don't recognize, do an online search for that address. If
it comes up as a UPS address or virtual office, do the following:
Locate the phone number and call them to "enroll"
in their virtual office or mail drop.
Then ask for the Manager's name.
Ask questions as if you're enrolling in their
virtual office as a prospective customer and ask for the
contract/agreement to do so. Ask them for a faxed copy.
Send the a memorandum addressed to the Manager's
name and the name of the business.
Send a copy to that UPS location and HQ of UPS,
Check online with the Secretary of State to make
certain that the Directors and officers are correct, as listed.
If any information is incorrect, simply correct
it immediately; and then monitor on an ongoing basis. This
means if the company address, Director, Officers, registered agent,
or anything is incorrect, file an updated report with the Secretary
of State to correct the record.
Go online and file a report on the people who
placed their name on your company.
Consider changing the name of the company with
the Secretary of State; at least temporarily. For example, if
the company name is ACME PRODUCTS, INC., change the name to ACME
PRODUCTS WAS STOLEN CALL 916-215-8596, INC. Of course, use the
contact number of your choosing. You always have the option of
changing it back to the original name of the company.
Google the company's name for internet postings
of solicited products and services.
Contact the Department of Commerce, FBI, IRS, and
Contact the Department of Revenue in the
company's state to determine if anyone applied for a sales tax
license, business license, or filed returns.
Adjust and correct and misinformation, false or