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California annual minutes: what corporations keep, how LLCs differ, and the look-alike letters

California Corporations Code section 1500 says corporations shall keep minutes of shareholder, board and board committee proceedings. The Secretary of State says annual meeting minutes are not filed with its office. LLCs fall under a different part of the law. The Secretary of State says some private companies mail offers to prepare annual minutes, and that they are not affiliated with any government agency.

  • Published by Corpgate, Inc.
  • Last reviewed September 27, 2026
  • General information, not legal or tax advice. Talk to a licensed professional before making decisions.

In short

  • Corporations Code section 1500 says each corporation shall keep minutes of the proceedings of its shareholders, board and board committees.
  • Minutes stay with the company. The Secretary of State says they are not filed with its office.
  • LLCs are covered by a different part of the law, with different meeting rules.
  • The Secretary of State says some private companies mail offers to prepare annual minutes, and that they are not affiliated with any government agency.

Corporations and LLCs: the plain answer

Corporations

California Corporations Code section 1500 says each corporation "shall keep minutes of the proceedings of its shareholders, board and committees of the board." The minutes are kept by the company, not sent to the state.

Keeps minutes; does not file them

LLCs

Section 1500 is written for corporations. LLCs fall under California's LLC law, a separate part of the Corporations Code.

Separate LLC rules

A licensed California attorney can explain the record rules for a specific corporation or LLC.

Sources: Corporations Code section 1500 and the LLC law's rules on members' meetings (Corporations Code section 17704.07).

Before you file or pay anything based on this page, confirm the details with the official source or a licensed professional.

What "annual minutes" means

Minutes are a written record of what happened at a meeting: who attended and what was decided. "Annual minutes" is not a state form or a state filing. It is a common name for the minutes of a company's yearly meetings.

The Secretary of State says: "Annual meeting minutes are not filed with our office." It also says corporations are required to keep records, books and minutes, "however these items are not filed with the California Secretary of State."

Sources: the Secretary of State's business entity FAQs and misleading solicitations page.

The "annual minutes" letters

Corpgate, Inc. has seen these letters over the years. The Secretary of State says "some private companies have been soliciting business through mass mailings to business entities to prepare annual minutes and/or to file the Statement of Information." It says they "are in no way affiliated with the Secretary of State or any other government agency."

What the Secretary of State says to watch for

On its warning page, the Secretary of State describes a sample look-alike letter about the Statement of Information. That letter:

  • shows a form number in bold in the upper left and a year in the upper right, to look like an official tax return form,
  • charges a "Service Process Fee" of nearly 10 times the state's own filing fee,
  • quotes California law, some of it accurate and some of it false, and
  • may include real details about the company, such as its type and entity number.

It says "no business is required to go through another company in order to file its documents" with its office.

Sources: the Secretary of State's business entity FAQs and misleading solicitations page.

The required notice on these offers

The Secretary of State says California law requires mailed offers that look like they come from a government agency to carry this notice on the front and back of every page, in bold capital letters at least 12 points in size:

"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."

The notice itself says the offer is not being made by a government agency. The Secretary of State's page on this law explains the rules.

Where to report a letter

  • California Attorney General. The Secretary of State says to send a written complaint with the whole mailing to the Attorney General, Public Inquiry Unit, P.O. Box 944255, Sacramento, CA 94244-2550. The Attorney General also has an online complaint form.
  • Federal Trade Commission. The FTC (the federal consumer protection agency) takes reports of fake government notices at ReportFraud.ftc.gov. Its alert about fake notices to business owners explains more.

What the real state filings are

The filing a corporation or LLC actually makes with the Secretary of State on a schedule is the Statement of Information. The Secretary of State's fee is $25 for a stock corporation and $20 for an LLC. Our Statement of Information guide explains when it is due.

Every company's situation is different. A licensed California attorney can tell you what applies to yours.

Questions about annual minutes

Does a California corporation have to keep minutes?

Yes. Corporations Code section 1500 says each corporation shall keep minutes of the proceedings of its shareholders, board and committees of the board.

Are annual minutes filed with the California Secretary of State?

No. The Secretary of State says annual meeting minutes are not filed with its office.

Does a California LLC follow the same minutes rule?

Section 1500 is written for corporations. LLCs fall under California's LLC law, a separate part of the Corporations Code with its own meeting rules. A licensed California attorney can explain what a specific LLC keeps.

Is an annual minutes compliance letter from the state?

The Secretary of State says some private companies mail offers to prepare annual minutes, and that they are in no way affiliated with the Secretary of State or any other government agency.

What does the Secretary of State say about official-looking letters?

The Secretary of State says some private companies send mailings made to appear similar to its Statement of Information form, and that they are in no way affiliated with the Secretary of State or any other government agency. It also says no business is required to go through another company to file with its office.

Where do I report an annual minutes letter?

The Secretary of State says to send a written complaint with the whole mailing to the California Attorney General's Public Inquiry Unit. The Attorney General also takes complaints online.

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About this information

Corpgate, Inc. is not a law firm or a tax professional and does not give legal or tax advice. This page is general information about California business filings, drawn from official government sources, and it may not fit your situation. Reading it does not create an attorney-client relationship with anyone. Fees, deadlines and rules change; check the official source linked on this page before you act. For advice about your own corporation or LLC, talk to a licensed California attorney or tax professional. Corpgate, Inc. provides registered agent service and does not prepare legal documents.