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That "annual report" letter: how to tell a state notice from a paid solicitation

A new LLC or corporation is public record the day it forms, and within weeks the mail starts: official-looking forms with a seal-like logo, a "compliance division," a due date and a fee several times what the state charges. Some are sent by the state. Most are not. This page shows what four Secretaries of State have warned about in 2026, explains why the fine print on these letters reads the way it does (there is a federal statute behind it), and gives you a five-check test you can run on any letter in about two minutes.

Reviewed September 23, 2026 · every warning and statute below links to its source
On this page
  1. The short answer
  2. What states have warned about in 2026
  3. Why the fine print says what it says
  4. The five-check test
  5. If you already paid one
  6. A note about us — we are a third party too

The short answer

If the letter's fine print contains any version of "this is a solicitation," "not a bill," "not a government agency" or "not affiliated with" the state, you are holding an advertisement. You are not obligated to pay it, and paying it does not by itself file anything with the state. The filing itself is done on your state's own website, for the state's own fee, and you can get to that website without using any address or QR code printed on the letter.

That does not mean every paid filing service is a scam. Registered agents and filing services are legitimate businesses, and some owners are glad to pay one. The problem the states are warning about is narrower: a paid offer dressed up to look like a government demand, often with the wrong deadline or for a document you do not need.

What four states have warned about in 2026

These are the Secretaries of State's own words and figures. We have not examined the mailers ourselves, and nothing here is a finding that any named sender broke a law — it is what the state offices told businesses.

Tennessee — a "Certificate of Status" new businesses do not need (September 2026)

Newest warning on this page · aimed at newly formed businesses and charities

Secretary of State Tre Hargett warned newly registered businesses and charitable organizations about an official-looking mailer from an entity calling itself the "Business Resource Center Compliance Division." It says a newly formed business must obtain a "Certificate of Status" to operate and offers to supply one for an excessive fee. The state's answer: no such form is required in Tennessee, and any business documents you do need come directly from the Secretary of State's Division of Business and Charitable Organizations. Per the warning, the mailers often have no return address and use a Nashville ZIP code associated with the Secretary of State's office.

The Division takes reports at (615) 741-2286 or TNSOS.corpinfo@tn.gov; consumer complaints go to the Attorney General's office at (615) 741-3491.

Why the timing matters. This one targets the newest entities — owners who have not yet received a genuine state notice and so have nothing to compare it with. Tennessee's real recurring obligation is the annual report, due on the first day of the fourth month after your fiscal year closes (April 1 for a calendar-year LLC); see our Tennessee page.

Source: Tennessee Secretary of State warning as reported by WVLT, Sept. 16, 2026 (quotes the Secretary directly); we cite the report rather than the release because it is the version we read in full. The state's earlier "Certificate of Existence" warning is on the official site.

North Carolina — $154 to "assist" with a report you can file directly

2026 alert on the Secretary of State's site, with the mailer attached

The N.C. Secretary of State's office says it has been made aware of misleading letters from a company called Business Filing LLC seeking $154 fees to assist in filing company annual reports. The office's reminder: LLCs can file annual reports directly with the Secretary of State for a $200 fee, and the business-corporation fee is $25. Its advice is to read the fine print and call the office about any suspicious mailing seeking hefty fees.

Note what the $154 is: a service charge on top of the state fee, not instead of it. North Carolina's LLC report is due April 15 every year — see our North Carolina page.

Source: N.C. Secretary of State, "2026 – Misleading Mailing/Email" (links a PDF of the mailer).

Mississippi — offering to prepare a report the state takes for free

Secretary of State notice, "Annual Report Mailer Scams"

The Mississippi Secretary of State's Office warns that private companies are mailing offers to prepare 2026 annual reports for a fee. In the office's words, the mailer "may appear to be official government correspondence, but the fine print makes it clear it is not." Domestic LLCs file the annual report on the Secretary of State's website at no cost; reports are due April 15, and the office says it sends numerous reminders by email and mail. Misleading solicitations can be reported to the office or to the Attorney General's Consumer Protection Hotline, 1-800-281-4418.

Source: Mississippi Secretary of State, "Annual Report Mailer Scams" (PDF). More on the filing: our Mississippi page.

Montana — "large payments" for a filing that currently costs $0

Secretary of State alert, March 2026, with two example mailers

Secretary Christi Jacobsen warned about mailings and emails that look official and demand large payments for filing business documents or annual reports, often from companies using names that appear official. The detail worth underlining: "Some of these solicitations include fine-print disclaimers stating they are not government offices, yet their design and wording still cause confusion." The disclaimer being present did not stop the confusion — which is why reading it is the first check below. Montana waived the annual report fee for filings made by April 15, 2026, and has announced the 2027 fee will be waived too; the office says it has previously referred misleading mailings to the Attorney General and forced one organization to halt through a cease-and-desist letter.

Source: Montana Secretary of State, "alerting Montanans of deceptive business solicitations" (published March 12, 2026). More: our Montana page.

StateWhat the letter sellsWhat the state says it actually costs, filed direct
TennesseeA "Certificate of Status" for a new businessNot required in Tennessee; documents you do need come from the Secretary of State
North Carolina$154 to assist with the annual report$200 (LLC) or $25 (business corporation), paid to the state either way
MississippiPreparing the 2026 annual report for a fee$0 for domestic LLCs, online
Montana"Large payments" to file reports or documents$0 if filed by April 15 (2026; 2027 announced)
Each row is from that state's own warning, linked above. Fees are the states' figures on the review date; the state's own site governs if they change. North Carolina's online filing adds a small convenience charge — see our state page.

Why the fine print says what it says

The disclaimers on these letters are not courtesy. In many cases a statute put them there, and knowing which statute tells you what the disclaimer does and does not mean.

The "not a bill" sentence is federal postal law. Under 39 U.S.C. § 3001(d), mail that "reasonably could be interpreted or construed as, a bill, invoice, or statement of account due" but is in fact a solicitation is nonmailable unless it carries, conspicuously, this notice (or one to the same effect the Postal Service prescribes):

"This is a solicitation for the order of goods or services, or both, and not a bill, invoice, or statement of account due. You are under no obligation to make any payments on account of this offer unless you accept this offer."

If you find that sentence, the sender has told you — in words the law chose — that nothing is owed.

The "not a government document" envelope line has a federal version with a gap. § 3001(h) requires a nongovernmental solicitation that could be construed as implying a Federal Government connection to carry "THIS IS NOT A GOVERNMENT DOCUMENT" on the envelope and a not-approved-or-endorsed notice inside. As written, that subsection is keyed to federal connection. A letter styled to look like it comes from a state office is left mainly to state law.

What a state rule looks like: California. Cal. Bus. & Prof. Code § 17533.6 extends the same idea to federal, state and local government lookalikes. A nongovernmental solicitation using content that could imply a government connection must, among other things:

Violations are a misdemeanor, and a person harmed can recover three times the amount solicited. California's list is useful even outside California as a checklist of the design choices that make a paid offer look like a state demand: an official-sounding "division," a due date, a penalty warning. [Our reading: we are using the California statute as an illustration of what lawmakers treat as misleading, not asserting that any mailer described on this page is subject to or violates it.]

The trap in the disclaimer. A disclaimer's presence means the sender is trying to stay on the legal side of the line. It says nothing about whether the offer is worth paying for, whether the deadline on the letter is right, or whether the document it sells is one you need. Montana's alert makes the point directly: the letters with disclaimers were still confusing people.

The five-check test

Run these in order; any one of the first three is usually enough to settle it.

  1. Who is it from? A real notice names the state agency (usually the Secretary of State or Division of Corporations) and its official address. A company name — even one containing "Compliance," "Business Filings" or "Division" — is a company.
  2. Read the smallest print on the page and the envelope. Look for "solicitation," "not a bill," "not a government agency," "not affiliated," "advertisement." Any of these ends the question.
  3. Compare the fee with the state's fee. Look up the state's own fee on its official site or on our 50-state table (each row links to the state source). Several states charge $0 for an on-time LLC report; a letter asking $150–$250 for that report is not the state.
  4. Ask whether you need the document at all. A certificate of good standing (Tennessee calls its version a certificate of existence) is something you order when a bank, landlord or another state asks for one — it is not a recurring filing, and nobody is required to buy one on a schedule. Our good-standing guide covers what each state calls it and what it costs from the state directly.
  5. Check the date against the real one, on a site you typed yourself. Do not follow a web address or QR code printed on the letter. Type your Secretary of State's address, search your entity, and read its status and next due date from the record. If the state record shows you current, the letter's urgency was manufactured.
What a genuine notice usually looks like. It comes from the agency, it quotes the statutory fee, and it points you to the state's own online portal. Several states say plainly that they send reminders — Mississippi by both email and mail. That is also why the email address on your state record matters: if it is stale, the genuine reminder goes nowhere and the only annual-report mail you see is the paid kind.
  1. Check whether anything was actually filed. Look your entity up on the state's site. If the service did file your report, you are current, just overcharged. If it did not, file directly now — the state's deadline did not move. If you are already past it, our missed-annual-report guide covers late fees, lost good standing and reinstatement.
  2. Report it. Every state warning above asks for reports, to the Secretary of State and the state Attorney General's consumer-protection office. The contact details for Tennessee and Mississippi are in their sections above.
  3. Ask about getting the money back. You can contact the company to cancel, and if you paid by card you can ask your card issuer about a dispute. [General information: whether a refund or chargeback succeeds depends on the facts and the issuer's rules; we are not able to predict an outcome.]

A note about us — we are a third party too

EntityMinder is not a government agency, is not affiliated with any Secretary of State, and does not file anything on your behalf. It is a deadline reference and reminder tool. That is exactly why every date and fee we publish links to the state's own page: the right way to use any third party, including this one, is to check it against the official record. The free deadline lookup and the 50-state table currently hold LLC records for all 50 states and D.C.; if your entity is a corporation, see where the two filings diverge before relying on an LLC date.

This is general information, not legal advice. We describe what four state offices published and quote the text of two statutes; we have not examined the mailers themselves, and nothing on this page is a finding that any named company violated any law. Statutes are quoted from the linked codifications, which may lag recent amendments. Fees and dates were reviewed against the linked sources on September 23, 2026; where a state changes a fee or form after that date, the state's own page governs. For a specific letter or a dispute, contact your Secretary of State, your state Attorney General's consumer-protection office, or a lawyer.