SUMMARY OF THE LEGAL REQUIREMENTS AND THE RELATED SERVICES.
REGISTERED AGENT (“RA”). Business entities are required to have a registered agent, which is a person or another business entity with a continuous physical presence & physical address in the state (a post office box or similar is not compliant). The role of the “RA” is to receive any notices (such as legal notices) and provide them to you. The RA identity and address are public information; many business owners choose to have us serve as RA instead of possibly listing their own home address as the RA address.
We serve as the RA for your business for each year you’ve retained us to do so.
ANNUAL REPORT (“AR”). North Carolina-registered LLCs, business corporations, LLPs, and LLLPs are required to file an AR with the NC Secretary of State. South Carolina does not require this sort of report to the SC Secretary of State. The report contains current information about the business and can also be used as a way to update information. The AR and its content are public information.
We would prepare the AR (with your necessary participation) and file it for each year you’ve retained us to do so.
BENEFICIAL OWNERSHIP INFORMATION REPORT (“BOIR”). This report to the Federal Government is new for 2024 and future years and is part of the Corporate Transparency Act (“CTA”). The default law is that all business entities created by filing a document with the Secretary of State are required to file the report, with some exceptions. The BOIR is not public information. Typically, this is a 1-time report, although under current law in 2024, one or more supplemental type reports would be required in the future based on certain triggering events (one example is a change in ownership structure).
We would prepare the initial BOIR (with your necessary participation) and file it. Future report-type activities are not included/covered but you can contact us for assistance on those if you like.
TERMS AND CONDITIONS FOR THESE SERVICES
The words “we” “us” “our” and “Firm” refer to McGrath and Spielberger, PLLC, while the term “you” refers to the business entity retaining us. Each is a “Party” and together we are the “Parties”.
Payment of the fee(s) by you to Firm confirms and certifies your understanding and acceptance of these terms.
It is crucial that you keep us updated as to any changes in contact / address information or business name or status (e.g. the business is being dissolved).
As to Registered Agent (“RA”) Services: (1) we will promptly forward to you BY EMAIL ONLY any items we receive in our role as the RA; (2) we would generally contact you as the term you retained us for is ending in order to see if you want to renew the RA Services; and (3) non-payment for any further years would result in us resigning as the RA after the term you paid for, and you would then be required to provide the Secretary of State with a new RA.
As to Annual Report (“AR”) and Beneficial Ownership Information Reporting (“BOIR”) Services: our duties are to prepare and file the report(s) you retain us for, but our duties are predicated on your cooperation and participation. If – for example – we have attempted to gather relevant information from you or sought your signature but have not been provided the same, we would be unable to finish the task but would still have performed properly and earned our fees.
Regarding South Carolina and LLCs: South Carolina does not require LLCs to file an Annual Report, thus we don’t offer that Service for SC.
This offer and the acceptance of it creates a professional business relationship for the Services but does not create or represent an attorney-client relationship, and our performance of these Services is not legal work by us and generally not governed by the State Bar’s Rules of Professional Conduct. The fees paid for the Services are not refundable.
In the unlikely event that a dispute arises between you and us regarding or relating to these Services, the following apply and are mandatory and exclusive: (1) the Parties must make reasonable informal attempts to resolve said dispute; (2) the Parties irrevocably stipulate that the courts located in Mecklenburg County, North Carolina have jurisdiction over the Parties and the subject matter and waive any objections to same; (3) any lawsuit must be filed and litigated in Mecklenburg County, North Carolina unless said court cannot reasonably have jurisdiction over you or the subject matter; (4) neither Party will make any communications of any sort which disparage the other Party, except for factually true and non-misleading communications reasonably required to enforce a legal right or present a legal defense; and (5) each Party will bear their own legal costs and fees, including attorneys’ fees.
As always, you can contact us with any questions or for more information, and should always be sure you understand and agree before moving forward.
1.800.481.2180 | Info@McGrathSpielberger.com