Did Northwest Registered Agent Try to Defraud Me?

The Delaware C-Corp we set up for our project way back in 2022 got a nice layer of dust on it. It sat my shelf for the better part of 2023 while we noodled around with whether or not to do a full redesign (yes, then no, too costly), whether or not we should try to raise money (maybe, then no, too weird), and whether or not we should just launch the darn thing and see (no, then yes, YOLO).

Our card expired. I never got a call from NW Registered Agent, and the company wasn't active, so I forgot all about it. In November, we resolved to launch in Q1 or Q2 of 2024, so I called NW Registered Agent and renewed, not thinking much about it. Usually, my business partner at Fall Guy handles that stuff, but I thought I'd save him some bandwidth.

On December 8th, I got an email about an unpaid invoice. I was surprised because I assumed everything I had ordered would be on autopay. I certainly didn't want to have to log into things and pay invoices every month. Who has time? Set it and forget it, and if something goes wrong, pick up the phone and call me.

The email didn't say what the invoice was for, even though there was a big, green button inviting me to "Pay using quick pay now!"

The invoice had been issued on the 2nd, and due on the 6th, even though the 8th was the first day I was emailed about it, so it was already overdue.

Here's the email:

I had renewed the previous week, and updated all our card information on file, presumably so they could charge it, so I decided to log in and try to get more details as to what this was exactly and why it hadn't already been paid:

And there it is. $325.00 for "FILING," just above the $29.00 virtual office.

What's "FILING"? Does something need to be FILED? Did I ask anyone to FILE anything?

This is why I don't do this stuff. I hate it and I'm bad at it. I should have left it to Business Partner. I don't think he likes it any more than I do, but he seems to manage to get things done without freaking out every step of the way.

I clicked through to the full invoice, hoping it would explain what "FILING" is:

Oh, whew. Just a "Standard Delaware Annual Report Compliance filing." That sure sounds like a Thing that Should Get Done, and who better to do it than Corporate Filings LLC?

Oh, wait. "Filing due on 2024-03-01."

I still wasn't sure what a Standard Delaware Annual Report Compliance Filing was, why I needed to file one, why I hadn't been billed for filing one the previous year, who Corporate Filings LLC was, what the guarantees they made about their service were, or what relationship they had to NW Registered Agents, which is the company I thought I had hired.

From their web page:

What is this shit? I mean, what is it? Professor Gobbledygook strikes again.

At this point, I was getting concerned. To the best of my extremely limited knowledge as a person incapable of performing any kind of administrative work, the only thing Delaware needs filed each year is taxes. We hadn't had any business activity, so Business Partner had left it alone, which is a reasonable thing to do since you can usually go back and amend or update whatever Delaware estimates you should pay when they don't hear from you.

Turns out, if you don't tell Delaware how you want to calculate your taxes, they estimate the amount based on the number of authorized shares of your company, not revenue. Which is what they had done, to the tune of low six figures.

The remedy is just to tick the box saying to calculate it the other way and pay a few hundred bucks. I don't tick boxes, and knew Business Partner would get around to it soon enough.

But the invoice didn't say anything about taxes. Which is good! We wouldn't even want someone else to handle it. They might mess it up and stick us with the wrong amount. Who knows?

I decided to call NW Registered Agent to try and figure out what they had filed and why.

A Nice Lady answered the phone and told me that the filing was, indeed, the annual taxes.

I was stunned. NW Registered Agent isn't an accountant and is in no way qualified to provide tax assistance. Nor had I asked for any. I didn't even know how they could file those for us, since they don't know our capitalization (arbitrary) or revenue (none).

The pitch of my voice must have gone up an octave or two, because Nice Lady decided to reassure me that no filing had, in fact, been done.

They were waiting for payment, you see.

No need to worry, sir. Just calm right down. That overdue invoice is for future services. Not services rendered. We just, you know, billed you for a thing we didn't do. And won't do. Unless you pay us. You can go ahead and ignore that invoice and all the past-due reminders we're about to blow up your inbox with over the next few weeks, and we'll definitely not do the thing you never asked us to do in the first place.

OK. I need to sit down.

Wait, I am sitting down. I need to lie down? No, I need to get in a Bathysphere and plunge into the briny depths to find some eldritch horror and implore it to erase NW Registered Agent from the very fabric of reality.

I mean, thank goodness they didn't mess anything up by actually filing our taxes. But holy crap. We just decided to invoice you for a thing we never did and make it look exactly like a real invoice for services rendered. Now pay up, Rummy!

There's a term for that. It rhymes with shminvoice braud. Finfoice gawd? Blinn-Boyce, Maude!

Sending someone an invoice that makes it look like you did an Important and Necessary Thing that Probably Needed to be Done but was Maybe Forgotten, sending it so it's already past due when received, and hoping someone in accounting will just mindlessly click the big Easypay button because, hey, trusted vendor and we click that button all the time for other perfectly legitimate reasons, is... well, it's something.

I told Business Partner about it, and he was all like "yeah, those guys send me bullshit invoices for stuff I never asked for all the time." He said he had accidentally paid one, also for filing, for another business, way back when. They took the money, held on to it, then wrote to him well after the filing date to say they were unable to finish the job.

Here's the punchline. Since NW Registered Agent likes to send a lot of invoices with big, green buttons and don't seem to support autopay, even though I'm pretty sure they have your card info on file, and since I habitually don't read emails or click the big, green buttons in them, I missed the December payment for our virtual office, phone, and mail scanning. You know, the thing I actually wanted. So they dissolved the office that very same day and told me I could never have the original virtual suite number again.

Miss one payment, lose your office, and have to update every goddamn document with a new completely made-up virtual suite number.

Looking around for a new service, it seems like NW Registered Agent is somehow connected to almost all of them. I think Corporate Filings LLC must have quietly devoured the whole industry and probably makes a killing presumptively billing high-functioning rubes who have better things to do than scrutinize invoices.

I don't know. I'm certainly not accusing anyone of anything, or suggesting that anyone's running a racket, or that there's a legal distinction between a proposal and an invoice, or that anyone doesn't have plausible deniability, or that they get away with it because it's too small an amount to be actionable and too niche a market for class action. Heavens no. That's not for me to say.