Fees, Terms & Conditions. Before Fenningham, Dempster & Coval LLP (“Counsel”) is required to prepare any Beneficial Ownership Information (“BOI”) Reports under the federal Corporate Transparency Act, and in order for you (“Client”) to submit the necessary information and identification(s) to Counsel, Client is required to make a secure, electronic payment to Counsel of the applicable flat fee of $299 per entity. This flat fee covers the applicable analysis, data management, preparation and electronic filing of the initial BOI Report in 2024. Included in the firm’s flat fee structure is the secure retention of Client’s data in a centralized entity compliance management platform that can also be a repository for Client’s other corporate filings and governance records. Additionally, Counsel will be able to provide significantly reduced fees when filing annual reports required by state jurisdictions, and for transactional support services such as new entity formations, certificates of good standing, amendments, fictitious name registrations, etc. (“Additional Services”). Flat fees for the Additional Services will be communicated separately by email, otherwise Counsel’s hourly rates shall apply.

Please note that the fee for this matter (i) is a flat, non-refundable fee (excepted as stated below) which is earned upon receipt and covers the entity’s initial BOI Report for 2024, (ii) will not be deposited into an attorney IOLTA or other Trust account to be billed against, and (iii) will be deposited in the firm’s operating account. Please note that the Department of Treasury does not require subsequent annual reporting but does require reporting within thirty (30) days of any change to the information reported on the entity’s BOI report. Please keep Counsel informed of any changes to your entity’s ownership or management structure going forward.

Unless another flat fee has been agreed upon, all other professional services that may be requested by Client will be provided at Counsel’s standard hourly rates set forth here. This applies to any subsequent BOI information reporting and any other services. There is currently no filing charge with FinCEN for the initial BOI report. However, in the event that any out-of-pocket costs are incurred on Client’s behalf, Counsel reserves the right to seek reimbursement from Client.

Client’s Duties and Representations. Client agrees to cooperate with Counsel, to keep Counsel informed of any developments, especially any changes to Client’s management or ownership structure, to promptly provide information, documents and materials to Counsel on request, to abide by this agreement, to pay Counsel’s bills upon receipt, and to keep Counsel advised of Client’s email address and telephone number. Client represents and warrants that the information and identification(s) submitted to Counsel are true and correct, current and unexpired. Client agrees that Counsel has no responsibility to investigate or provide due diligence concerning the reporting entity’s ownership or management structure or any of the information supplied by Client to Counsel. Counsel will rely on the information provided by Client to prepare and submit the initial BOI report. Therefore, Client is solely responsible for any fees, fines, penalties or compliance violations arising out of Client’s failure to supply accurate information or current and unexpired identification(s). If Client has any questions or uncertainty regarding Counsel’s intake questions, or if Client is otherwise unsure regarding an entity’s reporting obligations, who are the beneficial owners, or who are the company applicants, Client is responsible to email or call Counsel seeking guidance. Such guidance is included in the flat fee structure. Finally, please note that Counsel will not file Client’s BOI report until the applicable fee is paid and all of the required intake information is supplied, with the required identification(s) uploaded.

Refunds. In the event that Counsel has not yet filed a BOI report and Client elects not to proceed with the BOI filing for any reason, then Client may receive a refund of up to fifty percent (50%) of the flat fee paid to Counsel, but not more than 50% because of the costs and administrative work in connection with uploading Client’s data. Moreover, this data collection may benefit Client by facilitating other corporate filings on Client’s behalf.

Entire Agreement. This Agreement contains the entire agreement between the parties hereto regarding Counsel’s representation of Client for BOI reporting purposes, and the fees and expenses to be paid by Client hereunder, and it supersedes any conflicting terms and conditions that may be found elsewhere on Counsel’s website.

Governing Law/Jurisdiction. This Agreement shall be construed in accordance with the laws of the Pennsylvania. Client agrees and consents to the exclusive jurisdiction and venue of the Court of Common Pleas, Bucks County, Pennsylvania and the U.S. District Court for the Eastern District of Pennsylvania with respect to any proceedings arising out of or in connection with this Agreement or Counsel’s BOI reporting service.