Category Archives: Corporate Attorneys Orange County

Orange County CA Business Owners Continue to Face “Annual Minutes” and other Corporate Records Scams

As a shareholder of a corporation in California, you may receive a notice requesting the filing of a form and payment to the tune of hundreds of dollars to keep your corporate records up-to-date. If so, you could be exposed to a scam. Read this post to learn how to recognize these corporate records frauds and what to do if you receive one of these notices. And if you need assistance, contact an Orange County small business attorney for help with your corporate records.

Corporate-records-scams-warningHere at Gale and Vallance, we recently received several deceptive solicitations concerning corporate records compliance. These rather official-looking notices are addressed to our clients, via our office. One client received the notice at his place of business and was not sure if he should pay it. Fortunately, he stopped by our office to ask, only to find out that the notice was a scam.

Others who receive similar notices in the mail may not be so lucky. If they don’t look closely at the letter, they may not realize the deception. Then they end up getting swindled, sometimes out of hundreds of dollars, when a third-party company charges them exorbitant fees to complete tasks normally costing much less to complete on the state’s website.

How to Spot a Scam

Scam-certificate-of-status-orange-county-business-attorneyA simple Google search will often result in a list of websites displaying past ratings and reviews of the company in question. By entering search terms like “California corporations code compliance scams” or “corporate records scams,” you might also find web pages that include information about these businesses. Beyond that, many of these companies have multiple complaints filed against them with the Better Business Bureau.

These sham companies prey on busy entrepreneurs who may not look closely enough to recognize these letters as fraudulent. Mailed out from Sacramento addresses, their business names closely resemble those you might expect from a state agency – for example, “Corporate Records Service” or “Corporate Compliance Center.” One company’s notice closely mimics a form issued by the secretary of state and displays a logo nearly identical to that of California’s official state seal.

These letters also include warnings that urge business owners to pay them by a specified date to avoid suffering dire consequences. The messaging and design used in these documents are expressly meant to instill a sense of fear in recipients, mimicking official state documents and prompting business owners to mail payment without thinking or asking questions.

Some of the solicitations contain grammar and spelling errors as well, something not typically seen on official state documents.

Service Agreement Clauses

corporate-compliance-scam-service-agreementSome of these scammers indicate that the use of their service constitutes acceptance of their service agreement. In the case of Corporate Compliance Center, the service agreement clause is located on the back of the notice. Many people may fail to see it before signing the front of the document and mailing it in with the requested fee.

This service agreement “prohibits you from taking any action that negatively impacts C.S.C., its reputation, products, services, management or employees.” So once you discover the scam, assuming you paid their fee, the company essentially prohibits you from complaining about it. Of course, this represents an infringement of free speech and is legally unenforceable. But you might ask yourself what kind of business would prohibit complaints about their service or product when they sell it to you.

The service agreement clause also requires that you give up the right to go to court in favor of binding arbitration. So victims of the scam have limited recourse.

corporate-records-scam-annual-statement-of-information-noticeYou Don’t Always Get What You Pay For

In many cases, the crooks include language in their letters implying that once you pay them, your corporate record-keeping has been completed for the year. Nothing could be further from the truth, however.

California Takes Action against Fraudulent Solicitations

Fortunately, the state of California recognizes the need to strengthen legislation that protects consumers from such fraud. The California Secretary of State’s website displays a customer alert for those representing businesses (see the full text here or visit Furthermore, they have passed legislation to combat these scams.

CA-laws-corporate-records-scams-orange-countyIf you read the letter you received, you will find a message located at the bottom of the page stating, “THIS PRODUCT OR SERVICE HAS NOT BEEN APPROVED OR ENDORSED BY ANY GOVERNMENTAL AGENCY, AND THIS OFFER IS NOT BEING MADE BY AN AGENCY OF THE GOVERNMENT.” This disclaimer is required by law as of January 1, 2012, for these third-party mailings.

That same law also makes it illegal for the soliciting companies to use a name that recipients might mistake for a government entity. Each violation is subject to a fine of $2,500.

What to Do if You Receive a Fraudulent Corporate Records Notice in the Mail

The secretary of state’s office encourages recipients to report these fraudulent letters. Simply download a complaint form at Fill out the form, and then send it, the solicitation you received, the envelope, and all accompanying documents to:

California Attorney General’s office
Public Inquiry Unit
P.O. Box 944255
Sacramento, California 94244–2550

Please don’t send payment if you receive one of these fraudulent, third-party letters asking for money to perform tasks easily completed online for much less. If you have questions about these scams, or if you received a similar notice in the mail and are not sure of its legitimacy, contact Orange County business lawyer Andrew Gale.

If you would like to be certain that your corporate records get taken care of each year, ask Andy about our Corporate Records Program. Call today at +1 (714) 634-4860.


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New Requirements When Filing Fictitious Business Name Statements in Los Angeles County – California Small Business Attorney

FBNLACountyHere at Gale and Vallance, we have seen a recent development after a legislative amendment to the California Business and Professions Code. It affects those filing fictitious business name statements in Los Angeles County. The new law requires the submission of an affidavit of identity in addition to the fictitious business name statement.

What the new law says

Effective January 1, 2014, pursuant to Assembly Bill 1325, the Los Angeles County Registrar/Recorder County Clerk’s Office will require a completed Affidavit of Identity form to accompany the 2014 Fictitious Business Name Statement (Original, Refile, and New).

Corporations and Limited Liability Companies filing fictitious business names must also file a certificate of status, obtained from the California Secretary of State as well.

Because counties may or may not opt to adopt the new regulations, not all counties in California are affected by its mandates. While the new law does affect Los Angeles County business owners, it does not affect entrepreneurs in Orange County. That is because Orange County chose not to adopt the new law and its requirements. To find out if the new law affects business owners in your area, contact the county government for the county in which you do business.

If you have questions about whether or not your business could be subject to this new law, please contact a qualified corporate lawyer.

Need more information?

Visit our page on fictitious business name statements for more in-depth information on this topic and to learn more about this new law.

We’re here when you need us. If you need help filling out the Affidavit of Identity form, or if you just have a few questions, Contact Andrew Gale, a California small business attorney. Andy can be reached at +1 (714) 634-4860. Call today to get the legal assistance you need.

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Stephanie came to my office fearing lawyers. Threatened by a lawsuit, she needed to get her corporate records in order. Her personal savings might be at risk. Learn how she found the G&V Corporate Records Program and how it gave her peace of mind.

For many business owners, just thinking about hiring an Orange County small business lawyer provokes fear. You’ve heard the horror stories – expensive hourly rates, questions answered with legal jargon, or cases where only the lawyers won.

Maybe you had a bad experience with a lawyer yourself. Now you worry about hiring another attorney who can’t solve your legal problem. So you might wait until you anticipate a lawsuit to contact a lawyer. Such was the case for a new client I recently met.

Stephanie, my new client, revealed that her fear of lawyers stemmed from an experience with another attorney. She had contacted him about her corporate records. Not knowing what to do, she sought legal counsel.

Need help from a friendly, approachable business attorney? Click here.Stephanie’s former attorney left her feeling helpless

Regrettably, her former attorney expected her to tell him what to do. When she told him that he should know what action to take, he responded with, “I don’t know anything about your business.” She hesitated to hire another attorney. She feared similar results.

Stephanie overcame her fears and called my office

Stephanie finally responded to a marketing letter my office sent out in 2007. The letter outlined her concerns. But she now feared lawyers so much that she used a false name when she called us! When I asked why she explained, “I didn’t know if I would like you or not.”

Finally, clutching a copy of that 2007 letter, she revealed her true identity. We met at my office. She described her small business and expressed concerns about the state of her corporate records.

Stephanie’s biggest fear – her company’s corporate veil might be pierced

As the owner of a small board and care facility for the elderly, Stephanie had let her corporate records slip into disarray. She had not filed updates required by the state for several years.

Consequently, she feared she might be at risk. She heard many horror stories of small business owners’ personal assets being vulnerable in the event of a lawsuit. She feared she could lose her savings. Her comfortable retirement might be in jeopardy.

Threat of a lawsuitStephanie’s fears intensify with the threat of a lawsuit

Her fears grew after an employee’s injury on her property. He seemed eager to sue. She questioned whether her workers’ compensation insurance was enough. Could her employee still bring legal action against her business? She knew she needed help, but also worried about the cost of our legal services.

How the G&V Corporate Records Program put Stephanie’s mind at ease

Stephanie’s concerns aren’t unique; we hear similar stories every day. The good news for her – and for you – is that our Corporate Records Program helps business owners get their corporate records back on track. And it doesn’t matter how out of date they are.

Our annual maintenance program gives you more time to focus on your business. We’ll take care of preparing and submitting your corporate records to the Secretary of State’s office.

With the G&V Corporate Records Program, Stephanie now has peace of mind. She knows that her corporation remains valid and her personal assets are protected.

Concerned about costs?

Our affordable, fee-based programs are priced for small and medium-sized businesses. There are no hourly rates and no hidden costs.

Do you still fear lawyers?

Small Business Attorney Orange County - Get Help Today

Small Business Attorney Orange County – Get Help Today

You may worry about hiring a California business attorney. But if you own a small or medium-sized business, there’s something that should rouse more dread in you. You could be vulnerable if your corporate records haven’t been properly maintained or submitted to the state every year. Just one lawsuit could pierce the corporate veil. Your personal assets – and dreams for the future – could be at risk.

Put your fears to rest with our easy, affordable solution for updating and maintaining your corporate records. Contact us today for a free, no-obligation consultation.


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The Law Office of Gale and Vallance represents a client who recently asked, “Is there special documentation that needs to be prepared when a person who holds Officer, Director, and Shareholder positions is leaving the corporation?” Because this question and the ones following are so common, we thought it would be of interest to our readers to see the questions and our responses.

Four Things to Consider When the President is Leaving Your Corporation

Question 1: The President of our small business is leaving the corporation, he is also a director and a shareholder, what is our first step?

A: As a California corporation, there are two different things that need to be done. First, you need to decide what will happen to the shares owned by the departing shareholder. Is he going to keep it, sell it to another shareholder, or sell it back to the corporation?

Question 2: What do we need to do to comply with requirements to change ownership?

Next, you are going to need to create records for the corporation that formally explain the President/Director/Shareholder’s departure and change of corporate hierarchy. As part of that documentation, he will need to resign his position as President and Director of the company, and someone else will need to be appointed to fill his position.

As long as there is no internal animosity with regards to the changes, the Law Office of Gale and Vallance can prepare a package of this documentation for a flat fee. An additional fee is charged if there is going to be a formal share purchase agreement between the departing shareholder and the corporation (or whoever is going to be buying the corporate shares). Please contact our office if you would like specific fee information for your corporation.

Question 3: Is there anything we need to do with the State of CA regarding the change of corporate hierarchy

Yes, once the above-referenced documentation has been completed, we will need to file a new and updated Statement of Information with the California Secretary of State explaining who now holds the position of President and the name of the new Director, if there is one.

Question 4: Is the relationship with your firm, as our registered agent, something that needs to be renewed each year?

Yes. The state of California requires you to have a Resident Agent for Service of Process on file every year.

The Law Office of Gale and Vallance has a specialized corporate records package for business clients who run corporations. As part of the package we keep your business in good standing by doing the following: prepare minutes for the annual board of directors meeting, minutes for the annual shareholders meeting, update and file the Statement of Information with the appropriate state, and renew the Registered Agent for Service of Process. If you would like a quote for this annual service, contact our office.

For more assistance or to ask an orange county business attorney specific questions about your business, please contact us at, or (714) 634-1414, or

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Testimonial posted by Employment Law Attorney Alicen Pittman of Counsel at Law Offices of Farnell & Norman.

We were delighted to recently receive and now share this outstanding review from a highly recognized attorney in Orange County, employment law attorney Alicen Pittman Of Counsel at Law Offices of Farnell & Norman:

Testimonial for Andrew Gale Business Attorney Attorney Alicen Pittman

Testimonial for Andrew Gale Business Attorney

“Andrew Gale is a trusted advisor. If you are looking to start a business or are having issues with the legal status of your current business Andy will guide you through the process. Or if you tried to incorporate yourself by using Legal Zoom and you are having problems (which tends to happen often) see Andy to get your business on the right track!!! He also does estate planning for those who do not have a will in place. I trust Andy wholeheartedly and highly recommend his services.”


Alicen Pittman Testimonial Andrew Gale Business Attorney

Alicen Pittman Testimonial Andrew Gale Business Attorney

Original testimonial and review posted on LinkedIn.

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Question: Can I Grant the Power of Attorney to my Orange County Small Business Corporation?

Answer: Yes, though there are a number of things to consider when doing this.

Small Business Attorney Orange County – Get Help Today

If you are a small business corporation in Orange County California, we believe it would be smart for you to have a specialist attorney, a Small Business Attorney actually located in Orange County who is easy to get to and who specializes generally in small businesses, to draw up, or at a minimum, review the power before it is signed.

In some cases, we have seen small businesses in Orange County California choose simply to write a power of attorney using a form acquired at a stationery store. As this process essentially permits someone “a corporation” in this instance, to step into your shoes and make important business legal decisions for you, you would be wise to make sure that you get this done right and are aware of all the issues that may arise.

Further, the engagement of an attorney is in fact crucial for the principal to obtain all of the desired benefits of the durable power of attorney in the first place. An attorney must be willing and able to act on the principal’s behalf.  For this reason, as well it is generally for the attorney to be located close to the corporation’s main offices in Orange County.  At the very least they should be in the same state as the principle.  Not doing this is likely to create difficulties in the future so when choosing a corporate entity, this is, therefore, a decision to make very carefully.

The written document by which one person permits another person to act as their agent is generally referred to as “durable power of attorney”. The person who confers this authority is called the “principal” [Code § 4026 California Probate] and the person on whom the authority is conferred is referred to as the “attorney in fact” [Code § 4014 California Probate]. This is notwithstanding (or as a result of) the first person’s subsequent incapacity.

A trust company or bank may be an alternative to an Orange County Small Business Attorney (possibly one that has also contracted to serve as trustee under a trust created by you) may in some cases be appropriate to act as attorney in fact under a durable power of attorney.  Many banks serving small businesses in Orange County have specialists trust departments with officers trained and experienced in advising small business corporations.  They may be willing to also provide additional guidance at the time the specific powers are drafted.

Whatever you do we recommend engaging a specialist who is local and experienced in working with small business corporations.

Small Business Attorneys Orange County and are service-specific centers for Gale & Vallance, an Orange County-based law firm. Our practice, specializing in working with small businesses in California has many years of experience helping our clients to incorporate and protect their assets.

Are you a small business owner and need help or simply have a question?

Corporate Records Program Legal Business Services Orange County California

Call +1 (714) 634-4838 or complete a simple Small Business Contact Request for a free initial consultation.

Written by Andrew Gale, Attorney at Law, you can find him on Yelp and Avvo.

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