Our firm has observed a growing trend of businesses receiving fraudulent notices and solicitations from parties impersonating Washington’s Secretary of State (SOS).
These imposters communicate using various methods, including U.S. Mail, texts, emails, and phone calls. The fraudulent communication may imply that the business; (a) is in default with the SOS; (b) is required to file its formation documents; and/or (c) the Annual Report is overdue. The correspondence often include a billing summary, with the fraudsters commonly suggesting that a default fee and an Annual Report filing fee must be paid.
These impersonation attempts have become increasingly convincing which has led to an increased number of businesses falling victim to these fraudulent solicitations. These deceptive communications often include the seal of the State of Washington, list the business’ name, address, and its Unified Business Identifier (UBI) – all designed to make the correspondence appear official.
While the content of the communication may vary, the correspondence attempts to fleece money from the business by providing payment instructions to an address that is not associated with the SOS or any other government agency (most folks will not be able to tell an illegitimate address is provided). Scammers often threaten recipients with additional late fees or even potential jail time to elicit a quick response.
While Washington’s Office of the Attorney General (ATG) has filed a consumer protection lawsuit regarding these deceptive solicitations, any individual with a business registered in Washington should be vigilant:
- All email addresses from the SOS will end in “sos.wa.gov” (any email from a government entity should end in “.gov”).
- The SOS does not communicate via text messages and will only contact individuals by phone if a request or form has been submitted by the business to the SOS or if a callback has been requested or initiated by the business (the caller’s (SOS’s) area code must be from Washington State).
- The SOS will not have previously formed or incorporated a business unless the business paid for the formation or incorporation fees upfront. More likely than not, the SOS would not have issued the UBI to the business without having first received the formation or incorporation fee. There is no reason for the SOS to request such a fee.
- If the requested fee differs from the official filing fees, the business should not make any payments. The SOS’s Annual Report filing fee for corporations, limited liability companies, and limited partnerships is $70. For nonprofits, the fee ranges from $10 to $60.
- The SOS does not use QR codes for businesses to pay fees. In addition, the SOS never sends bills, charges or invoices to businesses. When appropriate, payments to the SOS should only be made by a business through: (a) the SOS’s online filing site the Washington Corporations and Charities Filling System at https://ccfs.sos.wa.gov/#/ or https://ccfs.sos.wa.gov/#/Dashboard; or (b) through check/money order by U.S. Mail to: PO Box 40234, Olympia WA 98504-0234.
- In Washington, registered agents are to be the only recipients of service of process as well as correspondence from the SOS. With limited exceptions, businesses with registered agents other than our firm (or one of its attorneys), should receive official notices from their registered agent, not directly from the SOS.
- The ATG has advised individuals to contact the SOS to verify the legitimacy of any suspicious communications and to report scams to the ATG.
- There is no requirement to file minutes with the Secretary of State.
Exceptions:
- If a registered agent resigns, the SOS will send a notice of the resignation and follow-up communications to the business’ last known address.
- If you are the registered agent for a business, the SOS may send you correspondence on behalf of the business. This will require taking a second and third look at the communication to make sure it is legitimate.
If you are uncertain if any communication the business received from the SOS is legitimate:
- Search the business’ name or UBI under Corporation Search at https://ccfs.sos.wa.gov/#/ to confirm whether or not you are the registered agent:
- If the business’ current registered agent is OMW R.A. Services, LLC, Jessica Jensen, Leslie Pesterfield, Cogency Global Inc., CT Corporation System, Fairchild Record Search, Ltd., etc., there’s a good chance the communication is not legitimate because the SOS rarely forwards the notices directly to the business.
- Review the examples of Potentially Confusing or Misleading “Notices” & “Solicitations” provided by the SOS;
- Review the SOS’s I received a notice from your office; what should I do?; and/or
- Contact our office at ccollison@omwlaw.com or mscheffler@omwlaw.com to verify the communication’s authenticity.
To assist you with visuals, please see fraudulent examples below:
- Actual letters and email that are impersonating the Washington Secretary of State who our clients have received. We have marked them in red to identify areas which indicate the letters are not legitimate; and
- A primer on whether a notice from the SOS is legitimate.
Finally, if Ogden Murphy Wallace, P.L.L.C.’s wholly-owned registered agent service, OMW R.A. Services, LLC (or one of its attorneys) serves as registered agent to a business, rest assured, we will contact you directly in the event our office receives service of process or legitimate correspondence from the SOS. Typically, we will provide notification of the need to file a business’ Annual Report or if there was a legitimate delinquency that needs to be addressed.
We are happy to assist you should a question arise.
This summary is a broad overview of a complex topic, and it does not constitute legal advice. If you have any questions, please contact ccollison@omwlaw.com or mscheffler@omwlaw.com or any member of the Ogden Murphy Wallace, P.L.L.C.’s Business Department.
