There'd have to be a registered agent in any state, and you could always look up the names of current officers and board members with the Secretary of State. But of course, that means you have to make the effort, which takes time and money. And, what if they're not there anymore? If the company is dissolved, it could have gone out of business, or been bought up by somebody else, or merged into another one; and in every case, there's some successor in interest who owns those items. Strictly speaking, you can't dispose of them without that somebody's permission, and finding them or proving they don't exist could be time-consuming.
As far as turning everything over to the Secretary as unclaimed property, that would vary by state. In a lot of states the only unclaimed property they're interested in is money, since the unclaimed property law is really just used as a scam to get money from businesses. But you're right, in some states, per the unclaimed property statute, you could turn it over, assuming they'd take it, and assuming that in doing so there's no problem with your duty to preserve client confidences and secrets (this is why you can't dodge the whole issue by donating minute books to the local historical society).
But that'd mean filling out a lot of annoying forms and taking it or shipping it to them, again costing time and money that you couldn't bill for, so what you'd most likely end up doing is to take the easy way out and box it all up and send it to storage in perpetuity. That's why it's problematic for a law firm to take possession of client property, and why it should be returned promptly upon termination of the representation.
Best regards,
John
John Montaņa
Montaņa & Associates
29 Parsons Road
Landenberg Pennsylvania 19350
610-255-1588
484-653-8422 mobile
[log in to unmask]
www.montana-associates.com
twitter: @johncmontana
On Jul 15, 2011, at 7:09 PM, Trudy M Phillips wrote:
> John,
> Here in Alabama our Corporations must have a Registered Agent to receive
> notices on behalf of the corporation. Would this be something the
> registered agent should be notified of and deal with. I realize that in many cases
> the incorporating attorney may be the registered agent but it is also
> freqently the incorporator and last know address is in the Secretary of States'
> records. Also, if efforts are made to return it to the client and are
> unsuccessful, could they not be turned over to the Secretary of State as
> unclaimed property?
>
> Just asking.
>
> Trudy M. Phillips
> Business Consultant
> "Bringing Order Out of Chaos"
> 205-699-8571 Fax 205-699-3278
> _www.trudyphillips.com_ (http://www.trudyphillips.com/)
>
>
> In a message dated 7/15/2011 4:03:14 P.M. Central Daylight Time,
> [log in to unmask] writes:
>
> Here's something to think about regarding those minute books and seals:
> they're client property, and you can't dispose of them without client
> permission. If the client changes firms, winds up, is bought out, merged or
> whatever, which happens with small companies all the time, you may lose track
> of them or their successors in interest, which means you might be stuck
> with those seals and minute books permanently. I'm aware of cases where law
> firms found themselves in this situation, and wanted to rid themselves of
> large collections of these items, but couldn't -- ethics rules don't permit
> destruction of client property without permission, and losing track of the
> client's whereabouts isn't an exception.
>
> So, if you're going to maintain them for the client, make sure you return
> them to the client if they change firms or change ownership or wind up.
>
>
> Best regards,
>
> John
> John Montaņa
> Montaņa & Associates
> 29 Parsons Road
> Landenberg Pennsylvania 19350
> 610-255-1588
> 484-653-8422 mobile
> [log in to unmask]
> www.montana-associates.com
> twitter: @johncmontana
>
>
>
> On Jul 15, 2011, at 3:30 PM, Julie J. Colgan wrote:
>
>> Thanks John - it's good to get the corporate perspective too since you
>> represent the "client". :)
>>
>> On Fri, Jul 15, 2011 at 3:06 PM, John Annunziello
>> <[log in to unmask]>wrote:
>>
>>> Hi Julie......
>>>
>>> Not a legal firm, but we have two sets of minute books.....one stored on
>>> site and one offsite. As well, we have scanned them and they are fully
>>> text searchable through our ECM system
>>>
>>> John Annunziello, CRM, ermm
>>> Manager, Records and Information
>>> Toronto and Region Conservation Authority
>>> [log in to unmask]
>>>
>>> "Information is a corporate, strategic asset that needs to be managed"
>>>
>>>
>>>
>>>
>>> "Julie J. Colgan" <[log in to unmask]>
>>> Sent by: Records Management Program <[log in to unmask]>
>>> 07/15/2011 02:43 PM
>>> Please respond to
>>> Records Management Program <[log in to unmask]>
>>>
>>>
>>> To
>>> [log in to unmask]
>>> cc
>>>
>>> Subject
>>> Corporate Minute Books
>>>
>>>
>>>
>>>
>>>
>>>
>>> Hello List Folk!
>>>
>>> I'm hoping to get a quick pulse from the law firm list members on how
> you
>>> are handling the retention of corporate minute books (clients' minute
>>> books
>>> - including seals if you have them).
>>>
>>> Are you:
>>>
>>> 1. Not keeping them - having the client maintain them
>>> 2. Keeping them onsite
>>> 3. Keeping them offsite
>>>
>>> I have seen all three in practice but have a feeling that most firms
> fall
>>> into #2.
>>>
>>> Thanks in advance for your responses, either on or off list!
>>>
>>> Julie
>>>
>>> --
>>> Julie J. Colgan, CRM
>>>
>>> [log in to unmask]
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>>> message.
>>> mailto:[log in to unmask]
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>> "*PLEASE CONSIDER THE ENVIRONMENT WHEN DECIDING TO PRINT THIS MESSAGE*
>>>
>>>
>>>
>>> Toronto and Region Conservation Authority Confidentiality Notice:
>>>
>>> The information contained in this communication including any
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>>
>>
>>
>> --
>> Julie J. Colgan, CRM
>>
>> [log in to unmask]
>> http://twitter.com/juliecolgan
>> http://www.linkedin.com/in/juliejcolgan
>>
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>
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