Scam or Useful Service? The Corporate Records Compliance Office Speaks
May 13, 2009; updated May 15 — You may have gotten the form in the mail, or heard about it on the Council of New York Cooperatives and Condominiums site or elsewhere. "Scam Alert!" one headline reads.
Invariably described as "official-looking" – though, to be fair, almost any form is official-looking – the solicitation from the "Corporate Records Compliance Office" tells you that "non-exempt New York corporations" such as building cooperatives must "hold annual meetings of shareholders" and "keep minutes of meetings … in written form or in form capable of reduction to written form in a reasonable time." Failure to do so "may possibly result in personal liability." But for $120, you can fill out the form and receive a "Certificate of Minutes of Board of Directors and Shareholders" to file in your corporate minutes book.
"That is just fraud. That's a joke. That's a worthless piece of paper for $120," says veteran Manhattan real estate attorney Bruce Levinson. But who or what is the Corporate Records Compliance Office – and what is its so-far unreported side of the story?
On its form, the company gives its address as 125 Wolf Road, Suite #306, Albany, N.Y. 12205, and its toll-free phone number as 866-506-0145. The address and suite number are the same as that of attorney James O. Guy — though Guy's office phone, listed as 518-482-2177 at whitepages.com and at attorney-referral sites such as lawyerintl.com, is not in service and results in a telephone-company recording.
At the toll-free number on May 13, Denis Atkins answered the phone. While noting he is not the company owner, he responded to the unflattering characterizations on the CNYC site and elsewhere.
"We've always indicated upfront we're a private concern," Atkins says. And that's true — the form states, in all capital letters, "This service has not been approved or endorsed by any government agency and this offer is not being made by an agency of the government. This is not a bill." Below, in boldface type, the form plainly says, "Participation in the services offered by CRCO is voluntary and elective."
So what service is being offered? "The client would send us the minutes of the annual meeting and we put in document form," Atkins says. "We feel the charge that we are projecting is competitive in comparison to other companies" that do this. Among those other companies is the New York Corporate Compliance Business Division, whose own form gives its contact information as 1843 Central Avenue, #168, Albany, N.Y. 12205-4735 (866-468-6619) and, in 2007, a $125 fee.
For all the CRCO's forthrightness, the service itself is dubious. As attorney and CNYC president Marc Luxemburg told The New York Times last year, "There is no reason that a cooperative — or any corporation for that matter — should complete this form or send in any money."
Levinson concurs. "Any corporation should have an annual meeting," he says, "and that should be reflected in written minutes, which should be placed in a minute book and held by an appropriate custodial person – the managing agent or the president of the board or somebody like that. It's very pedestrian. A template for minutes of an annual meeting is typically provided when you incorporate. You just update it every year."
Paying for Convenience?
So, then, is the service useful as a convenience — as an extra, off-site backup in case, say, you hire a new management company and the old paperwork doesn't all get transferred to the new one? Is that worth $120?
"It's not even worth $1.20," says Levinson. "If the minutes aren't backed up, so what? You can always reconstitute them. Nobody's going to rap you on the knuckles if you don't have the minutes immediately available."
Atkins gave a valid e-mail address to contact him, and on the phone and in a return e-mail said he'd get a higher-up to respond further. That did not occur by the company's closing time, 4 p.m., on May 13. (An e-mail addendum, dated May 15, appears at the end of this article.)
CRCO isn't the first to send unsolicited forms for such a service. The Los Angeles Better Business Bureau issued a 2005 report about a similar company, Corporate Compliance Recorder, that it chastised for "its potential to deceive and thereby reap profits at the expense of unsuspecting businesses" because of "the look and sound of their solicitations and … the very fact that their solicitations don't appear to be solicitations at all."
That same year, the Florida Attorney General's office sued Renewal Services Inc., doing business as Corporate Compliance Center, for, said the state, mimicking official state forms and deceitfully attempting to have businesses pay $100 for a "worthless service." The state reached a settlement with the company owner, Thomas Litchfield — who by early 2008, as the Assumed Business Name Renewal Service, was in Oregon, using a local mail-drop service for the now San Diego-based parent company, Renewal Services. Oregon investigators said the practice didn't violate state law, but urged business owners to reject the solicitation or to demand a refund.
Despite all this, the polite and affable Atkins is undeterred. Of CRCO's reputation, "It's obviously a subjective opinion if I were to say I think it's unfair," he tells you. "It's disconcerting when people misinterpret what you're trying to do."
ADDENDUM
An e-mail from Atkins on May 15 reads: "In response to your query about Corporate Records Compliance Office (CRCO), we are a private concern that provides a service to corporations within the state (of New York) to fulfill a mandate by both the state and federal governments, that of producing and maintaining minutes of the corporation's Annual meeting. CRCO has no other offices and/or entities in the state. The attorney, Mr. James Guy, was a previous occupier of this office space/suite."
Other requested information, about the company's owner and history, was not supplied.