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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. 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
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 proof of acceptance from the IRS. Following acceptance
of your S 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.
YOUR REPRESENTATIONS
AND OBLIGATIONS
In completing
that portion of our incorporation questionnaire 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 most other incorporation
services that are only forms preparation services and do not submit forms
to governmental agencies for filing, NI handles the complete processing
of your S election forms. You further acknowledge that the making of your
S 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 election forms 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 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 days of the acceptance of your S election.
You agree to notify NI at the end of this 60 day 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.
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 California and shall be construed in accordance
with the laws of California, 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 Los Angeles in
the state of California, 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.
Nationwide Incorporators®
15928 Ventura Blvd., Suite 224
Encino, CA 91436
Toll-Free: 1.800.503.4443
Fax: 1.818.788.6854
Email: contact@ nationwide-incorporators.com
URL: http://www.nationwide-incorporators.com
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