Knowingly Offering A False Annual Statement For Filing With The Secretary Of State Is A Felony

The Statement of Information required pursuant to California Corporations Code Section 1502 is not required to be signed under penalty of perjury.  However, the statute does require that the corporation (not the individual submitting the statement) certify that the information in the statement, including attachments, is "true and correct".   Cal. Corp. Code § 1502(j).  This doesn't mean that the individual who submits the statement is off the hook.  In fact, that person may be convicted of a felony pursuant to Section 115(a) of the California Penal Code, which provides:

Every person who knowingly procures or offers any false or forged instrument to be filed, registered, or recorded in any public office within this state, which instrument, if genuine, might be filed, registered, or recorded under any law of this state or of the United States, is guilty of a felony.

The possibility of a criminal conviction is more than just theoretical.  In People v. Greenlaw, 2010 WL 569941 (unpublished), a jury convicted a woman of  misrepresenting herself as Secretary and Chief Financial Officer in filings with the California Secretary of State.  The court imposed a $5,000 fine and placed her on probation for three years.  The Court of Appeal reversed the judgment on one of the two counts for evidentiary reasons that I hope to discuss in a future post.  Nonetheless, the case is evidence that the statute has resulted in at least one conviction.

One interesting aspect of the criminal statute is that it spells out a procedure by which the court after a conviction must issue an order declaring that false filing is void ab initio "if the court determines that an order is appropriate under applicable law".  This procedure requires the prosecutor to file a motion with the court.