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(last updated August 16, 2016)
Following is a description of certain Services currently available to you (“Customer”) at the applicable fees for such Services. C T Corporation System (“CT”) may change, add or remove any part of these descriptions at any time. Such changes shall be posted on this website or otherwise made available to you. IF ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD DISCONTINUE USING THE SERVICES. YOUR CONTINUED USE OF THE SERVICES WILL BE SUBJECT TO THE THEN-CURRENT DESCRIPTION OF THE SERVICES AS WELL AS THE TERMS AND CONDITIONS LOCATED AT CT.WOLTERSKLUWER.COM/TERMS-CONDITIONS OR SUCH OTHER TERMS AND CONDITIONS AS MAY BE AGREED BY YOU AND CT (AS APPLICABLE, THE “AGREEMENT”). Capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.
1. Registered Agent Services. Fees for Annual Representation Services (as defined in B. below) shall be in accordance with CT’s standard pricing unless otherwise agreed by the Parties. Fees are subject to change during the Term at CT’s sole discretion, and additional fees may apply for optional services and special requests. For purposes of this Agreement, the term “Unit” means, with respect to the Customer and each affiliate of Customer for which CT is providing Annual Representation Services, each jurisdiction in which such entity does business for which CT is appointed registered agent. For example, if an affiliate of Customer does business in 50 states and appoints CT as registered agent for each such state, that would represent 50 Units for that one affiliated entity of Customer. For each Annual Period, unless otherwise agreed between CT and the Customer, any service of process for any of the Customer’s Units shall be subject to the Excess Service of Process price in accordance with CT’s standard pricing.
2. Transactional Services. Fees for the Transactional Services (described in B. below) shall be determined by CT and provided to Customer when such Services are requested by Customer. Transactional Services may be subject to additional terms and conditions.
B. DESCRIPTION OF AVAILABLE SERVICES
Following are summary descriptions of available Services as of the Effective Date, certain of which are optional. Available Services and subscriptions are subject to change. Certain Services may be subject to additional terms and conditions and fees.
Registered Agent/Service of Process: CT will provide registered agent services (“Registered Agent Services”) for Customer and its affiliates identified in advance and in writing to CT, which, among other things, allows CT to receive service of process (“Service of Process”) on behalf of Customer at each of its registered offices specifically appointed as set forth below. In connection with Registered Agent Services:
Registered Agent Services may include some or all of the following standard or optional features as agreed by CT and Customer:
Customer may send each Service of Process to CT via agreed upon methods such as courier services at designated mailing addresses. Customer may also upload each Service of Process via CT’s online portal.
Managed Filing Services: CT can provide certain managed filing services (subject to additional fees), such as the following:
Annual Report E-Filing Services: Allows Customer to compile and file certain annual or biennial reports electronically in certain states through CT’s online portal.
Annual Reports Service (ARS): Allows Customer to compile and file certain annual or biennial reports in certain states through CT’s service teams.
Corporate Staffing: CT will create and maintain special purpose corporations or LLCs upon request by Customer. These services include Independent Director/Member/Manager Staffing Services, Delaware Trustee and Nameholder Corporations services. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.
Special Representation Services: CT may furnish the agent for service of process in certain public filings apart from those required by business entity statutes, such as license or permit application filings. The above requirements for Registered Agent Services apply where applicable.
Contract Agency Services: CT may furnish the agent for service of process that may be required in certain private agreements. The above requirements for Registered Agent Services apply where applicable.
TRANSACTIONAL SERVICES PROVIDED AT THE REQUEST OF CUSTOMER
Public Records Filing, Search and Retrieval: Upon request, CT can file, search and retrieve certain document types in available jurisdictions, including but not limited to:
Name Searches/Availability and Name Reservation/Registration: Upon request, CT can search for availability of entity names in specified jurisdictions and can complete filings for name reservation or name registration in such jurisdictions.
Authentication, Legalization/Apostille of Documents: Upon request, CT will provide legalization/apostille of certain legal documents for certain international filings.
International/Global Transactional Services: Document retrieval, legalizations, company information searches and translations services are available in certain countries through CT’s global network of contacts. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.
International/Global Managed Services: CT can assist with corporate secretarial services and certain compliance solutions in certain countries through CT’s global network of contacts. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.