Terms and Conditions - Corporation / LLC Formation Agreement

In this Agreement (“Agreement”) “you” and “your” refer to each customer, “we,” us,” “our,” “GCS,” and “the company” refer to General Corporate Services, Inc. (that manages the brand names Companies Incorporated, Asset Protection Planners, Offshore Company, as well as other brands and websites), its contractors, agents, employees, officers, directors and affiliates and “Services” refers to the services provided by us. This Agreement explains our obligations to you and your obligations to us as they relate to the Services. By using the Services under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and any pertinent rules or policies that are or may be published by us. You acknowledge that you are over eighteen years of age, or have otherwise reached the age of majority in your jurisdiction.

CORPORATE NAME

Pursuant to this Agreement, GCS will perform a preliminary, non-binding name availability search to determine whether the corporate name you have chosen is already in use by another corporation in your selected state, province or country. (Corporation, limited liability company, and/or similar entity types are used interchangeably herein where applicable.) If your selected corporate name is not available, GCS will then (in the order of preference listed by you in your application) search the alternate corporate names you have provided until the search results yield a corporate name that is available. In the event that you do not include the proper corporate designator (i.e., “Inc.,” “Corp.,” or “Corporation”) GCS will add the “Inc.” (or “LLC” for limited liability companies) suffix upon filing with your chosen state, province or country.

You agree that you are responsible for the spelling of the corporate name(s) you have provided. You agree that you have double-checked that the corporate name(s) herein are spelled exactly as you desire. You understand that this request is not reversible after you submit your request.

While we make every effort to obtain the most recently updated information, we cannot guarantee that the most recent information on corporate name availability is provided to us. Accordingly, we do not guarantee that the name is available for use as a corporate name in your state, province or country. GCS is not responsible in any way for reliance on the availability of a corporate name. Moreover, we recommend that you do not print letterheads, business cards or make any investment in the name until you receive government confirmation that the name has been approved and company has been filed.

In the event that your corporate name and alternatives are unavailable and you do not provide other alternatives in writing on the day of your order, you authorize GCS to add the words “Enterprises,” “Holdings,” “Management,” “Ventures,” or “Capital” to the end of the name. If you do not provide a company name to GCS within 24 hours of your order you authorize GCS to choose a name on your behalf.

We cannot and do not check to see whether the corporate name you select, or the use you make of the corporate name, infringes the legal rights of others. We urge you to investigate to see whether the corporate name you select or its use infringes legal rights of others, and in particular we suggest you seek advice of competent counsel licensed to practice law in the applicable jurisdiction.

REFUNDS AND CREDIT

If a U.S. company order is canceled after payment has been taken by GCS but before a name check has been completed, GCS will refund the total order amount less any costs incurred and a $95 dollar processing fee. If the order is canceled after the name check has been completed but before the formation documents have been created, GCS will refund the total order amount less a $125 processing fee. If the order is canceled after the formation documents are created, GCS will refund the total amount of the order less a $195 dollar processing fee provided that the formation document is not already submitted to the government. For a company order outside of the U.S., if GCS authorizes a refund the maximum refund is the amount paid less the greater of $495 or twenty percent of the purchase price. In addition, money paid to GCS that has already been paid to the government for filing, to affiliates, suppliers or others expenses to fulfill your order is not refundable, including, but not limited to, credit card processing fees.

Once a company or document has been sent to the government for filing on the customer’s behalf or a trust or other document has been drafted the order cannot be refunded or canceled.

A $75 fee will be added to all checks returned to GCS due to non-sufficient funds or closed accounts. In addition, a bank service fee will be charged on these checks.

In addition, while GCS will go to great efforts to accommodate our customers, mechanical or human error may occur. Thus, if for any reason your incorporation request, LLC formation request, trust request, trademark search or trademark application preparation request or other request is unreasonably delayed, destroyed, misplaced, or otherwise missing, GCS WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR COMPENSATORY DAMAGES. YOUR SOLE REMEDY WITH GCS WILL BE A COMPLETE REFUND OF ANY AND ALL FEES PAID TO GCS FOR OUR SERVICES AS ALLOWED UNDER THESE TERMS AND CONDITIONS.

In the event that a rush order has been placed, we will make every effort to complete the corporate filing pursuant to your request. Because GCS makes every effort to ensure the completeness and comprehensiveness of your corporate filing, we do not guarantee that the order will be filed in the time you requested. In the event that your rush order is not filed on time, your sole remedy will be limited to a refund of the additional fees paid for the rush filing.

If you have paid via check by fax, check by phone, check by Internet, ACH or similar method, there will be a hold placed on your order until our bank confirms that your payment has cleared. The typical time is three to five business days, not including weekends or bank holidays. This time depends on the bank and not GCS. Only after we have received confirmation that the funds have cleared do we begin processing your order.

GCS goes to great effort to communicate with customers. However, all telephone messages, emails or other means of communication may not receive a reply one-hundred percent of the time.

An order is placed at the time it is submitted to GCS via the Internet, telephone, facsimile or mail. Modification may not be made to your order after submission except upon prior authorization by GCS. Following receipt of prior authorization, a modification to the order is valid only after GCS receives a signed, written request from you via facsimile. There are financial and time expenditures to fulfill an order. Therefore, any cancellation requests must be submitted and received by us by registered mail return receipt requested or on our contact form at https://generalcorporate.com/ 24 business hours before we send your order to the government agency for filing or before service is provided. Business hours most weekdays are 6:00 AM to 5:00 PM PST excluding national holidays.

Some jurisdictions require you to provide due diligence documents before the company will be filed or delivered. These documents may include but may not be limited to a notarized copy of a passport, an original utility bill, bank statements, and/or a bank reference letter. In certain jurisdictions, we may file but cannot legally deliver your company until you provide the documents. In other jurisdictions we pay for but cannot file your company until you provide the required documents. Some activities require legal opinions. Some documents may need to be translated into English or another language. If there are fees for these additional requirements, you are responsible for them. We suffer the expense of establishing the company such as government and agent fees and these fees will not be refunded to us. You, in turn, agree that you are responsible for providing the required due diligence documents, regardless of the request, and that a refund is not available if you do not comply with the due diligence legislation.

Customer satisfaction means one or more of the following: (1) that the documents are accepted for filing and file stamped by a government agency, or (2) that documents ordered were drafted and delivered either by a common carrier, electronic delivery or other means or (3) that services ordered were performed. If any of the above is true of any part of the order, you agree that you are satisfied with the entire order.

DISCLAIMER OF WARRANTIES

WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some jurisdictions do not allow the exclusions of implied warranties, so the above exclusion may not apply to you.

SUBSEQUENT FEES

There may be additional governmental or other fees that are due after your company or other document is created or filed and/or transferred to you. For example, the US State of Nevada requires a list of officers to be filed shortly after the corporation is filed. As of this writing the filing fee is $150 plus a $500 business license fee. Another example is that the State of California has annual prepaid franchise taxes in amounts that vary depending on the projected company revenue. If you have purchased an aged/shelf company, the renewal fees may be due soon after your purchase date. Because these fees are not due upon the initial filing of the company, GCS may or may not charge you for this subsequent filing requirement in the standard initial filing fees. You will be required to cover the subsequent state, country, agent and/or other fees before the due date in order to keep your company or other entity in good standing in the state or country of formation. You are also generally required to maintain a registered agent for service of legal process in the state or country of incorporation and any jurisdiction where your company, according to the respective jurisdiction, is doing business. If GCS bills you for the renewal of your legal entity, we tend to do so well before the due date. That is because there are often fines, late fees, penalties and/or revocations imposed on companies for late filings. Early billing gives us a cushion to help prevent the government or other entity from the consequences of late filings. It is your responsibility and not that of GCS to keep your legal instrument in good standing. There are renewal fees for international trusts including, but not necessarily limited to, trustee and government fees. As of this writing the fee for registered agent services is $189 per year for any US state and $245 per year in any Canadian province. The renewal fees vary in other countries. If you do not pay your renewal fees with the government and your company goes into some form of derogatory standing the government (the terminology of which varies by state), that is your indication that you no longer want the company. If you do not inform GCS otherwise in writing prior to its derogatory standing that is acknowledged in writing by management, you give GCS permission to place the company that you indicated you no longer want for sale as an aged company, amend its name and/or reinstate its standing.

SELF-DIRECTED IRA

If your order involves an Individual Retirement Account (IRA) you agree that you are fully responsible for complying with Internal Revenue Service (IRS) and other applicable guidelines. IRAs require custodians. The custodians require payments for their services that generally coincides with the value of the assets inside of your IRA in their custody. You agree that you are fully responsible for the payment of the fees to the custodian and nothing that GCS collected up front for other services includes fees that the IRA custodian charges.

PUBLISHING REQUIREMENTS

Certain state laws require that a company publish its existence in a designated newspaper. GCS may, at its sole option, perform this function for a client, especially if required of the incorporator or organizer of the entity. Statements on our website to the effect that the formation “Price includes publishing fees where required” means where required of the incorporator or organizer. GCS will not publish or pay publication fees in certain states, including but not limited to, publication requirements of a New York Limited Liability Company. You are hereby made aware that if you request the formation of a New York LLC that publication requirements may be substantially more costly than the initial formation of the LLC itself and you will be responsible for these fees.

LEGAL or FINANCIAL ADVICE AND REPRESENTATION

GCS is an internet publishing service. The materials at this website contain information of general application and are not intended to replace the advice of an attorney. While our staff expends great efforts to maintain and publish accurate information, State, Provincial and Federal laws are dynamic and constantly evolving. In addition, laws are open to different interpretations and greatly vary amongst different jurisdictions.

When using our service, you will be acting as your own attorney. GCS completes information on the required forms based on the information you have provided to us in your “Request for Incorporation” or “LLC Formation” submission and files the requisite forms with the appropriate state, provincial or federal agency. By providing you with this service, GCS, its advisors, agents, representatives, and employees are not rendering any legal, tax or otherwise professional advice or service, and no representations or warranties, express or implied, are given regarding the legal or other consequences resulting from the use of our services or forms.

GCS, its advisers, agents, representatives, and employees are not engaged in the practice of law and cannot provide you with legal advice. Although GCS expends great efforts and respects the confidential nature of the information you are submitting to us, NO SPECIAL RELATIONSHIP or privilege exists between GCS and you, including but not limited to any Attorney-Client relationship that might exist had you consulted with a licensed attorney.

If you speak with an attorney affiliated with GCS, you agree that nothing should be taken as legal advice for any individual case or situation. GCS and/or affiliated attorneys provide general information only, are not tax advisors, and have not and will not provide you with any legal, tax or compliance related advice with respect to our services. You will need to seek independent professional legal and tax advice. Most or all entities created GCS are intended to be tax neutral and that any income earned, whether from a domestic or international entity, is reportable in the year earned regardless of whether or not such funds are withdrawn from the entity or repatriated in the case of international entities. Further, any information obtained from GCS and/or affiliated companies and/or attorney(s) is not intended to create, and discussion, receipt, viewing or other director or indirect interaction does not constitute, an attorney-client relationship and any fees paid are not to be considered legal fees.

As with all important business matters, GCS, its advisers, agents, representatives, and employees strongly recommend that you consult with an attorney licensed to practice law and a licensed CPA in the applicable jurisdiction in regards to the formation of your corporation, LLC, trust or other product or service we provide and its continued operations.

FEES, PAYMENT AND TERM

As consideration for the services you have selected, you agree to pay us the applicable service(s) fees. All fees payable hereunder are nonrefundable unless we provide otherwise. As further consideration for the Services, you agree to: (1) provide certain current, complete and accurate information about you as required by the application process and (2) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information (“Account Information”).

You hereby grant us the right to disclose to third parties such Account Information. By completing and submitting a corporate name registration application, you represent that the Account Information in your application is correct and that the registration of the selected Corporate Name, so far as you are aware, does not interfere with or infringe upon the rights of any third party. You represent that the corporate name is not being registered for any unlawful purpose.

AUTHORIZED SHARES

If you request authorized shares in your Articles of Incorporation that are in excess of the maximum number of shares allowed by the chosen filing state, province or country for a minimum filing fee, you are solely responsible for any and all tax fees incurred at any time. Some, but not all, jurisdictions charge additional filing fees when the number of shares and/or total stock par value increases. It is your responsibility to investigate the maximum number of shares allowed by a state, province or country to qualify for the minimum filing fee. The number of authorized shares in your Articles of Incorporation is selected at your sole discretion. If you do not instruct us otherwise, the standard stock structure is 1500 shares at no par value unless what is customary numbers varies in a particular jurisdiction or fewer shares qualify for the minimum filing fee.

TIME FRAMES

When applicable, GCS submits documents to the appropriate government office for filing. When GCS receives the documents back from the government office, GCS, in turn, ships the documents to you in accordance with the package that you have ordered. You agree that the government office, and not GCS, controls the time frames in which company documents are filed and returned to GCS.

After the entity is filed, if a corporate kit or corporate record book was included with the order, it shall be manufactured after the company name is filed and approved by the government. (The reason for this is that it is impractical to order a corporate kit until the government approves the name so that a kit is not created with a name that has been rejected by the government.)

REPORTING AND FILING REQUIREMENTS

GCS is not responsible for advising or reminding you of any requirements or obligations, including, but not limited to any annual reports, tax filings, taxes due, or state, provincial, county or federal publication requirements or fees associated with the product or service we provide to you. As of this writing there are 3,007 in the United States with varying filing requirements and fees. Because of the number of counties and other jurisdictions and the ever changing regulations, it is your responsibility to research the filing fees, taxes and other requirements of your county, parish, state, country or other pertinent jurisdiction. GCS’s involvement in your product or service terminates at the time your product or service is created. Any requirements or obligations for the maintenance of your product or service are NOT the responsibility of GCS and are the sole responsibility of you. In particular, unless you have contracted for GCS to do so, any and all state, provincial, county or federal publication requirements in connection with your corporation, LLC or other product or service will be your sole responsibility. This includes, but is not limited to, the filing for your Chapter S Corporation election status. The form to apply for S-Corporation status must be signed by an officer of your company. Since we are not an officer of your company we cannot sign and file this form. Even if nominee officer/director/manager services are rendered, we will not be required to file such form or take action on behalf of the company unless authorized by the appropriate party in writing. We are not held responsible for missing or late tax forms or other filings, actions or inactions unless willfully fraudulent, in which case the nominee, not GCS, is responsible. GCS is a document preparation and filing service and not a tax or legal firm. Tax and legal needs should be acquired through licensed, knowledgeable, practicing members of these professions such as attorneys and accountants.

BANK ACCOUNTS

If, for an additional fee, you request our assistance in the opening of a bank account, we will make an effort to open an account that satisfies your needs. However, you agree that GCS does not control the services offered by the bank nor which banks will or will not open the type of account you desire, nor your efforts in completing the required bank documentation. You agree that the bank, but not GCS, controls the speed in which the bank account will or will not be opened. You agree that you are responsible for filling out the bank account opening application in its entirety and providing all information requested by the bank for account opening. Some banks charge additional fees for bank account opening, which are separate from, and in addition to, our service fee.