S Corporation Election Agreement


Preparation of Form 2553 (S Corporation)

In this agreement ("Agreement") "you" and "your" refer to each client, "we", "us" and "our" refer to Nationwide Incorporators®, its contractors, agents, employees, officers, directors and affiliates (hereinafter "NI"), 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 state.

Incorporation of Additional Terms by Reference

The preparation of Form 2553 is an optional service provided by NI in connection with the formation of your corporation or LLC. Accordingly, all of the provisions of your Corporation Formation Agreement are incorporated into this Agreement and made a part hereof by this reference.

No Guarantee for S Corporation Acceptance

You agree that NI's responsibilities are limited to using the data provided by you in the completion of our online questionnaire to prepare Form 2553 (Election by a Small Business Corporation) for your signature and to submit the completed form to the IRS on your behalf. You acknowledge that NI does not guarantee that the IRS will grant your corporation S Corporation status. The preparation of Form 2553 and submission to the IRS does not constitute a representation by NI, and none should be implied, that your corporation has satisfied all requirements of the Internal Revenue Code for receiving S corporation status. In addition, you may not rely on the fact that your corporation has been granted S Corporation status until AFTER you have received written notice of acceptance from the IRS. Written acceptance or rejection is mailed directly to you at the address listed on Form 2553. Following acceptance of your S Corporation election by the IRS, NI does not guarantee that changes in your corporate structure or the composition of your shareholders will not result in the automatic revocation of your S corporation status. Please check our Education Center for a list of the requirements that must be met and maintained to qualify for S Corporation tax classification.

Your Representations and Obligations

In completing that portion of our incorporation questionnaires pertaining to the optional S Corporation election, you represent that all information provided by you is accurate and complete and may be relied upon as such by NI. It is your obligation to review the forms completed by NI and submitted to you for signature to ensure the information is accurate and to notify NI of any error promptly upon your review of the form so that we may correct or replace such form(s).

You further acknowledge, understand and agree that, unlike many other incorporation services that are only document preparation services and do not submit forms to governmental agencies for filing, NI handles the complete processing of your S Corporation election form. You further acknowledge that the making of your S Corporation election must be done within a specified period of time after your incorporation in order to be effective for your first tax year. You therefore agree to promptly review, sign and return your completed S Corporation election form to NI after being received by you. You understand and agree that NI will not be responsible for the inability to obtain approval of your S Corporation election during the corporation's initial tax year in the event of the untimely submission of Form 2553 due to your failure to return the completed form to NI in a prompt fashion.

The IRS generally notifies you in writing within 60-90 days of the acceptance of your S Corporation election. You agree to notify NI at the end of this period following the return to NI of your signed Form 2553 if you have not received such written acceptance letter from the IRS. NI agrees to assist you in contacting the IRS upon receipt of such notification from you to determine the status of your S Corporation election.

We retain a scanned copy of your completed and signed S Corporation election form and filing confirmation with the IRS in our permanent records in the event you or your accountant need verification of this filing.

Limitation of Liability

You agree that our entire liability, and your exclusive remedy, with respect to the S Corporation election services provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid for such service(s). NI shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law.

NI disclaims any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from the non-delivery or improper delivery of data; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from errors, omissions, or misstatements in any and all information provided under this Agreement, in your completed Form 2553 submitted to you for your review and signature before submission to the IRS, or provided by you in your completed incorporation questionnaire.

Governing Law

This Agreement is entered into in the state of Texas and shall be construed in accordance with the laws of Texas, exclusive of its choice of law rules. Each party to this Agreement submits to the exclusive jurisdiction of the State and Federal Courts having jurisdiction in the County of Denton in the state of Texas, and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

Entire Agreement

This Agreement, and the incorporated terms of the Corporation Formation Agreement, constitutes the entire agreement between you and NI and supersedes any prior agreement, whether oral or written, between you and NI.

Thank you for choosing Nationwide Incorporators®. Please feel free to contact us with any questions or concerns you may have.



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