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We regularly set up new limited liability companies and corporations for our clients. To do so, we file the Articles of Organization or Articles of Incorporation with the Minnesota Secretary of State. This filing is the official registration of the new business entity, and it creates a public record with information about the company. Anyone can go to the Minnesota Secretary of State’s website to look up a particular company, where it’s located, and the individuals who manage it.
Recently, a client called concerned about a letter that he received in the mail. We had just filed his new LLC, and he received a letter congratulating him on registering his new business and that he had just ‘one step left’ to obtain the Minnesota Certificate of Good Standing.
Well, the ‘one step left’ was to send this company $79.50.
There was nothing more that needed to be done to finish the setting up of my client’s LLC. When we filed the LLC with the Minnesota Secretary of State, we obtained for him a Certificate of Organization. This is the official registration document from the Secretary of State, and with it a business owner can start conducting business, set up a bank account, enter into a contract, and do other things for the business entity.
Later, a business owner may need a Certificate of Good Standing for the business entity to obtain a loan or close on the sale of real estate. It’s proof that the business entity is still active, its renewals have been completed, and it’s still in ‘good standing’ with the Minnesota Secretary of State. A Certificate of Good Standing can be ordered directly from the Minnesota Secretary of State’s website. It costs $15.00, not $79.50.
We have also heard from clients that they have received similar letters to obtain an ‘official copy’ of their real estate deed that was just recorded. In these cases, the ‘official copies’ cost $80. Original deeds are typically returned to property owners, upon recording, and county recorder’s offices charge a nominal amount for a copy or certified copy of a real estate deed, if one is needed.
So, be wary of these types of letters and talk to your attorney or other professional before paying money for ‘official documents’.
Any requests for topic suggestions may be sent to rene@breenandperson.com. Although we cannot give you legal advice through the column, we can provide some general information that may be helpful for you to know. Our purpose is to educate and we hope that you can take something new away from this column each time you read it.