C T Corporation System

SERVICE DESCRIPTIONS

(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.

 

A.   FEES

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.

 

SUBSCRIPTION SERVICES

 

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:

 

Customer will:

 

  1. Either provide notification in writing to CT that CT has been appointed as registered agent for each entity within each jurisdiction where registered or will request CT to complete the filings which appoints CT as registered agent for each entity in each jurisdiction.
  2. Provide CT with proper delivery instructions to forward Service of Process, official state communications, annual renewal billings for Services and other applicable invoices, such instructions to include contact name, phone number, email address, company name and physical address.
  3. (a) Notify CT in the event it discontinues (whether via dissolution, conversion, re-domestication or other action) any entity for which CT has been appointed as registered agent and (b) update the applicable jurisdiction’s records for any such entity as necessary to effect such discontinuance and remove CT as registered agent therefor.

 

CT will:

 

  1. Pursuant to applicable statutory law, receive and forward requisite documents for entities and jurisdictions for which CT has been appointed as registered agent in accordance with the above and deliver such documents as outlined within this Registered Agent Services/Service of Process section.

 

Registered Agent Services may include some or all of the following standard or optional features as agreed by CT and Customer:

 

  • Service of Process History (subject to additional terms and conditions):  CT provides via its online portal a searchable log of Service of Process received by CT on behalf of Customer.

 

  • Notification of Service of Process:  CT provides Customer notification via e-mail, phone or fax when CT receives a Service of Process on behalf of Customer addressed to the correct and complete legal name of an applicable entity in an applicable jurisdiction.  CT will forward each such Service of Process to a single addressee as instructed by Customer, which shall constitute effective delivery of such Service of Process by CT to Customer.  If Customer requests that CT notify additional addressees regarding receipt of a Service of Process, CT may agree to do so as an accommodation to Customer (additional fees may apply), but such additional notices shall not be required for effective delivery of such Service of Process by CT to Customer.  The following obligations shall apply:

 

Customer will:

 

  1. Provide CT with addressee information, to include contact name, phone number, email address, company name and physical address, and inform CT of any changes thereto (changes may incur additional fees).

 

CT will:

 

  1. Forward each such Service of Process as instructed by Customer and agreed by CT.  If customer makes changes to addressees, CT may continue forwarding to a prior addressee until it has reasonably implemented such change.

 

  • Paperless Service of Process (optional; additional fees may apply if not selected):  CT provides Service of Process, including PDF process, electronically.

 

Customer will:

 

  1. Provide CT with list of entities and jurisdictions for which Customer would like to receive Paperless Service of Process.
  2. Provide CT with recipient information, to include contact name, phone number, email address, company name and physical address, to receive Paperless Service of Process, and inform CT of any changes thereto (changes may incur additional fees).

 

CT will:

 

  1. Provide Paperless Service of Process to such recipients for such entities and jurisdictions, as instructed by Customer and agreed by CT.  If Customer makes changes to recipients, CT may continue forwarding to a prior recipient until it has reasonably implemented such change.

 

  • Direct Service of Process Upload:  CT provides an option that allows Customer to send Service of Process directly received by the Customer to CT for further processing such as scanning, indexing, and making available via CT’s online portal, and for Enterprise Connector, if applicable.

 

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.

 

Customer will:

 

  1. Be responsible for the accuracy of information and quality of the digital image as provided by Customer via upload or other delivery method.

 

CT will:

 

  1. Provide Customer its mailing address and assist Customer with any configuration required to turn on the handling of Direct Service of Process.
  2. Handle the Direct Service of Process as otherwise described for Registered Agent/Service of Process above, to the extent applicable.

 

  • Enterprise Connector (subject to additional terms and conditions; additional fees may apply):  CT electronically transfers Service of Process information and imaged documents into Customer’s CT-compatible matter management or legal e-billing system.

 

  • Company Records:  CT provides via its online portal a searchable log of all entities where CT provides Registered Agent Services for Customer, including delivery instructions for each entity.

 

  • Compliance Calendar:  Where CT is registered agent for Customer, CT provides a service that helps Customer track certain annual report filing requirements for certain entity types.  Information in the calendar is based upon a customer’s corporate records for entities as maintained by CT.  Calendars can be customized by person by entity to alert individuals to upcoming annual report deadlines for entities for which they maintain responsibility.  In connection with the Compliance Calendar:

 

Customer will:

 

  1. Provide the information requested within the Registered Agent Services/Service of Process section.
  2. Be responsible for setting alerts for receipt by Customer of notification reminders for specific entities and jurisdictions.

 

  • Business Entity Monitoring:  Where CT is registered agent for Customer, CT provides a turnkey service tracking in certain jurisdictions certain events that affect the good standing status of a given business entity in such jurisdiction and notifies a designated recipient via email when an adverse event is detected.  In connection with Business Entity Monitoring:

 

Customer will:

 

  1. Provide the information requested within the Registered Agent Services/Service of Process section.
  2. Be responsible for setting alerts for receipt by Customer of notification reminders for specific entities and jurisdictions.

 

Managed Filing Services:  CT can provide certain managed filing services (subject to additional fees), such as the following:

 

  • Annual Reports Managed Service (ARMS):  With authority under Limited Power of Attorney, CT will track, calendar, compile and file certain statutory annual/biennial report filings on behalf of Customer.  If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.

 

  • Business License Managed Service (BLMS):  With authority under Limited Power of Attorney, CT will track, calendar, compile and file certain specified business licensing renewal report filings on behalf of Customer.  If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.

 

  • Assumed Names Managed Service (ANMS):  With authority under Limited Power of Attorney, CT will track, calendar, compile and file certain assumed name renewal report filings on behalf of Customer.  If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.

 

  • Global Markets Entity Identifier (GMEI) Managed Services:  With authority under Limited Power of Attorney, CT will track, calendar, compile and file specified GMEI renewal filings on behalf of Customer.  If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.

 

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.

 

Customer will:

 

  1. Self-file the desired statutory annual and biennial reports using the CT online portal.
  2. Be solely responsible for the data transmitted to jurisdiction.

 

CT will:

 

  1. Provide status via the CT online portal showing the filing status of the submission.

 

Annual Reports Service (ARS):  Allows Customer to compile and file certain annual or biennial reports in certain states through CT’s service teams.

 

Customer will:

 

  1. Provide the desired statutory annual and biennial reports and required information to CT for filing
  2. Be solely responsible for the data transmitted to jurisdiction.

 

CT will:

 

  1. Provide status via the CT online portal showing the filing status of the submission.

 

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:

  • Formation documents for new entities
  • Annual reports
  • UCC filings
  • Entity mergers
  • Conversion of from one entity type to another
  • Dissolutions, qualifications, withdrawals and other similar filings
  • Good Standing Certificates (including issuance of bring-down letters)
  • Certificates of Authority
  • Certificates of Compliance
  • Charter Documents (w/amendments)
  • Name Change Documents

 

Customer will:

 

  1. Provide the requisite information as requested by CT to perform filing, search or retrieval.
  2. Provide CT prepayment as requested and pursuant to the terms of this Agreement.

 

CT will:

 

  1. Provide Customer with a copy of the filed or retrieved document or search results.
  2. Upon rejection or unavailability of document by the jurisdiction, provide notification to Customer so that Customer may take corrective action.

 

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. 

 

Customer will:

 

  1. Provide the requisite information and documentation as requested by CT to perform this service.
  2. Provide CT prepayment as requested and pursuant to the terms of this Agreement.

 

CT will:

 

  1. Provide Customer with evidence of authentication, legalization or apostille, as applicable.
  2. Upon rejection by the jurisdiction, provide notification to Customer so that Customer may take corrective action.

 

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.