We are pleased to provide you with the professional services described below. This letter confirms our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide.
Scope of the Engagement
The objective of this engagement is to assist you with your submission of certain beneficial ownership information (“BOI”) to the Financial Crimes Enforcement Network (“FinCEN”) as required by the Corporate Transparency Act (“CTA” or “the Act”).
We will submit to FinCEN on your behalf information you provide to us in support of your Corporate Transparency Act / Beneficial Ownership Report (“Report”).
These services do not include advice or statutory interpretation of the Act, such as whether any exemption applies, a determination of who is or is not a beneficial owner, or guidance on any other requirement under the Act. These services do not include any other federal or state reporting requirement to which you may be subject.
While we will assist you with your reporting obligation under the Act, we are not your agent and we have no fiduciary responsibilities under this engagement.
Other Relevant Information
Failure to comply with the CTA may result in significant monetary and criminal penalties. You should discuss your obligations under the Act with legal counsel. By entering into this Agreement, you acknowledge that we have advised you to seek legal counsel with respect to your CTA obligations.
Our engagement is limited to the professional services outlined above. You have sole responsibility for assessing your Report for compliance with the Act. You (including your successors) are responsible for all future compliance with the Act, including any change to a Report which may be required.
Unless separately engaged to do so, we shall have no responsibility to correct, amend, or re-submit the Report; alert you to situations where the Act requires you to correct, amend, or re-submit the Report; or inquire as to whether any event has occurred which may necessitate correction, amendment, or re-submission of the Report. We shall have no liability for your failure to correct, amend, or re-submit any report as required under the Act.
If changes are made to the Act or related regulations, we may require a modification to this Agreement.
This engagement does not include any procedures designed to detect errors, fraud, theft, misrepresentation, or other wrongdoing. Therefore, our engagement cannot be relied upon to disclose such matters. We shall have no liability to you or any other party in the event it is determined you are non-compliant with reporting or registration requirements. We do not guarantee, either expressly or impliedly, any outcome or success of any administrative review of your Report by regulatory authorities.
The final deliverable presented as part of this engagement is solely for your use for the purpose of supporting your compliance with the Act. You agree to indemnify and hold us harmless from any and all claims arising from the use of the Report for any other purpose.
If for any reason we are unable to complete the engagement, we will not issue a deliverable.
You acknowledge and agree that any information provided to us in support of this engagement shall be for the sole use of complying with the Act, and for no other purpose. Information provided to us for this engagement shall remain confidential consistent with professional ethics requirements, and that we shall take commercially reasonable steps to safeguard such confidential information.
We will not respond to any request from third parties for verification of your compliance with the Act or confirmation of your beneficial ownership information.
We will not make any management decisions or perform management functions on your behalf.
You agree to provide us with accurate and complete information that we may require to provide our services, including any information provided to you by third parties describing your reporting obligations under the Act. You agree that you are responsible for all decisions and analysis related to your compliance with the Act, including, but not limited to, the determination that you are a reporting entity in accordance with the Act and the identification of your beneficial owners.
We will not update your Report after the conclusion of the engagement unless agreed to in a separate, executed engagement letter.
You acknowledge that the Act requires the Report to be submitted prior to certain deadlines after the occurrence of specified events enumerated in the Act. You are responsible for identifying whether such an event has occurred, as well as notifying us of the date on which the event occurred.
You have the final responsibility for the contents of your Report, including information provided by third parties. We may ask that you sign a written representation related to the information you provide in support of your Report. If you decline to sign this representation when requested, we may terminate this Agreement.
Professional Fee
We take several factors into account in billing for services rendered. Partners of our firm review all invoices before they are issued to ensure that the amount charged is appropriate. The principal factor is usually our hourly rate, which varies based on the type of work and staff required for a project.
In addition to the time involved, we take other factors into consideration in arriving at a reasonable fee for our services. These factors include the labor involved, the novelty and difficulty of the questions involved, the skill required to perform the services, and the time limitations imposed.
Our professional fee for the services outlined above is estimated to be $500.
You agree to pay all fees and expenses incurred whether or not we complete the engagement.
We appreciate the opportunity to be of service to you. Please date and execute this Agreement and return it to us to acknowledge your acceptance. We will not initiate services until we receive the executed Agreement.
By initialing below, I acknowledge that I have been advised by Flavin, Nooney & Person to seek the advice of legal counsel with regards to my obligations under the Corporate Transparency Act.
