Tuesday, February 15, 2011

Secretary of State - Statements Of Information

Anyone who has a corporation or LLC knows about the annual Statements of Information that must be filed with the Secretary of State.  In the past these have had very little meaning.  I have had several Trials where I was trying to pierce the corporate veil and introduced evidence to the Judge that the Statements of Information were incorrectly filled out ... the Judges would just shrug and indicate it was kind of a meaningless form. 

Today financial institutions and insurance companies seem to be giving these Statements of Information more credence.  They are particularly interested in whether the Officers and Directors listed on the Statement of Information are consistent with the corporation / LLC minutes or a pending application for credit or insurance.  I am not sure where this requirement came from but it is probably an outgrowth of the Financial Markets Reform legislation in the wake of the sub-prime mortgage mess.

When these are filed with the Secretary of State you can send a copy with a self-addressed stamped return envelope and the Secretary of State will return a conformed copy to you.  I strongly suggest that everyone do this  as obtaining a certified copy for the Secretary of State can take 4-6 weeks.