ForeignCorps.com, a division of Click Industries, Ltd. (collectively referred to as CIL), offers no legal advice, recommendations, or counseling under any circumstance. CIL is not a law firm, and the employees of CIL are not acting as my attorney. CIL is a document drafting service which uses the answers I provide to populate foreign corporation filing and related forms either automatically or by cutting and pasting the information I provide. At no time will CIL review my answers for legal sufficiency, draw legal conclusions, provide advice, or apply the law to the facts of my particular situation. I understand that CIL is not acting as my attorney in any way and the information provided on this web site or through emails / phone conversations with CIL's employees or agents is not legal advice on which I can rely.
I acknowledge that I should consult professional legal counsel regarding the applicability of any document created by this site.
CIL should not be used as a substitute for competent legal advice from an attorney.
I understand that my use of this site doesn't create an attorney-client relationship. I acknowledge that I am totally and solely responsible for my own selections and actions.
I understand that the help screens and other information contained on this site consist of general information regarding obtaining a certificate of good standing or the foreign corporation process. As every business is unique and laws vary from state to state, it is impossible for CIL to guarantee that the options selected by me are the best for my particular situation, which varies depending on many factors, including, but not limited to the financial and tax situation of each shareholder or member, the nature of my business, etc.
I acknowledge that the only services provided by CIL through this site are populating state business formation forms with information I provide. Further, I understand that CIL does not guarantee that any document drafted for my business will meet the needs of my business and/or be appropriate for my business. It is my responsibility to review the documents generated by my use of this site with or without legal counsel to determine what if any sections of it may not be appropriate for my business. I also acknowledge that some states may have specific statutory or other laws that may render some provisions of the generated documents void.
I acknowledge that the corporate name I choose will be cut and pasted directly from the online application into all formation documents filed with the state. It is my responsibility to ensure that I type in the name (and alternate name) exactly as I would like it to appear on any formation documents. I acknowledge that if the actual incorporated name of my company isn’t available, CIL will register my company as a foreign corporation using an assumed business name provided by me as my second choice of names. I acknowledge that I may be charged an additional fee for using an assumed business name, depending on my state’s policy. If neither of my corporate name choices are available (as typed into CIL's online application), it is my responsibility to relay any additional names via email or fax to CIL. If I orally provide a name choice and such name is filed incorrectly on the formation documents, all costs associated with changing the name shall be borne by me. If I have submitted any proposed corporate name in writing (email / fax) to CIL and CIL files it incorrectly, CIL shall bear all costs associated with amending all formation documents, including state filing fees.
Further, I acknowledge that state laws may vary regarding corporate formalities and I cannot rely on the information provided for any particular state. I acknowledge that CIL does not know my financial or tax situation and does not know whether the business I engage in meets the threshold required for a business to file as a foreign corporation in a particular state. Further, I acknowledge that CIL did not provide me any legal advice on whether I need to register my company as a foreign corporation in any state.
I acknowledge that all documents that can be delivered electronically by CIL will be. Further, I acknowledge that some states only provide online certificates.
I understand that I can cancel my order at any time prior to the commencement of the foreign corporation process by CIL. Commencement of the foreign corporation process includes but is not limited to:
- checking name availability with the state, or
- ordering the certificate of good standing from my original state of incorporation, or
- drafting the foreign corporation filing documents and any other document, or
- mailing the foreign corporation documents for filing to the state of incorporation, filed electronically or via fax, or emailed to me (If I am in a state which requires the registered agent's and/or member's signature on the articles).
Should I cancel prior to the commencement of the incorporation process being initiated, I will receive a full refund of all amounts I paid to CIL. I acknowledge that once the incorporation process has been commenced, I will not be entitled to any refund, except any state filing fees (assuming CIL has not already sent off my documents for filing) and any unused shipping fees. I also understand that in some cases CIL will email or fax a form to me for my signature and return. I am responsible for ensuring that the email address I provided CIL is correct. I am also responsible for ensuring that I retrieve an email from a spam or junk folder, in the event that the email from CIL ends up there. My failure to send back any forms emailed, faxed, or mailed to me by CIL does not constitute grounds for a refund of any kind.
I acknowledge that "Rush Service" means that CIL completes all necessary paperwork within 24 hours and whenever possible submits said paperwork to the state within that amount of time. I acknowledge that in some states and in some cases, CIL cannot submit the required documents to the state for filing within 24 hours as my original signature, the registered agent’s signature, and /or notarization of my signature may be required. In those cases, the documents will be sent to the state for filing within 24 hours after CIL receives the document(s) needed for filing that contain my signature and/or those of the registered agent. I acknowledge that "Rush Order" service does not include Friday from 5 p.m. through Monday morning at 8 a.m. CST, interruptions caused by Acts of God, or other events such as loss of internet service and weather conditions. If I do not choose the "Rush Service" option, I acknowledge that CIL will draft my documents within three (3) business days from the date that I pay for the services of CIL.
I also acknowledge the CIL reserves the right to request credit card verification if the name and/or address on the credit card does not match that of the applicant, the officers, shareholders, or directors as I've entered them during the incorporation process. I agree to provide verification of my credit card which at CIL’s discretion may include a fax or scanned copy of the front of my driver's license and/or credit card or the 800 number for the bank that issued the credit card, so that CIL may verify the charge. I further acknowledge that neither the 24-hour filing period nor the three (3) business day filing period commences until such credit card verification is received.
After the foreign corporation documents have been recorded by the state, it is my responsibility to make sure that the corporation complies with all state, local and federal laws.
Further, I acknowledge that once the foreign corporation documents have been accepted by the state and recorded, the services of CIL are concluded. Unless I have paid for follow up services, CIL is not required to provide me any additional services.
I agree that all services are provided by CIL within the State of Minnesota, that my use of this site is deemed to have occurred in Minnesota, and that my viewing of the site occurs solely within Minnesota, regardless of where my browser is physically located. If I institute any legal proceeding against CIL, its employees, agents, officers, or directors, I agree that I will do so in Hennepin County District Court, Minneapolis Minnesota, and I acknowledge that Hennepin County District Court is the proper venue for any disputes. Further, I agree that the only damages I'm entitled to are the amount of money I paid CIL for the services rendered and that I am not entitled to any other damages whatsoever. Should I sue CIL and am not awarded any damages, I agree to pay all of CIL's reasonable costs, disbursements, and attorneys fees, including all attorneys fees incurred by CIL to collect any such costs, disbursements and attorneys fees awarded to it.
I UNDERSTAND THAT CIL'S SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND CIL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CIL DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD-PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THIS SITE OR ANY PORTION THEREOF, (D) YOUR USE OF THIS SITE, OR (E) MY USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS SITE.
If for any reason whatsoever, CIL commences suit against me to recover monies owed to it by me for services provided pursuant to these terms and conditions, I agree that at CIL's discretion it can institute an action in Hennepin County District Court or US Federal Court, both in Minneapolis, MN, and I agree that either court will have both personal and subject matter jurisdiction. I agree that in such case as set forth in this section, I will pay all of CIL's reasonable costs, disbursements and legal fees, including all costs and attorneys fees expended by CIL in the collection of any judgment awarded to it.
Finally, I acknowledge by using the services of CIL, I have agreed to be bound by these terms and conditions and they create a binding contract.