1Acceptance of These Terms
These Terms and Conditions (the “Terms”) form a binding agreement between you and Annual Corporate Filings LLC (“Annual Corporate Filings,” “ACF,” “we,” “us,” or “our”). These Terms govern your access to annualcorporatefilings.com, any related websites, forms, portals, communications, and the filing, formation, compliance, registered-agent, EIN, and related services we provide (collectively, the “Services”).
By accessing the website, submitting a form, checking an acceptance box, providing an electronic signature, placing an order, or using the Services, you agree to these Terms and our Privacy Policy. If you use the Services for a company or another person, you represent that you have authority to bind that company or person. If you do not agree, do not use the Services.
An order form, checkout page, proposal, or service-specific agreement may include additional terms. If there is a direct conflict, the service-specific document controls only for the specific scope, pricing, or timing stated there; these Terms control all other matters.
2Eligibility and Authority
You must be at least 18 years old and legally capable of entering into a contract. You may use the Services only for lawful purposes and only for an entity or individual you are authorized to represent.
You represent that all information, documents, signatures, approvals, and instructions you provide are accurate, complete, current, and lawfully obtained. We may request proof of identity, authority, ownership, or authorization and may decline or pause an order until satisfactory proof is received.
3Private Company; No Government Affiliation
Annual Corporate Filings LLC is a privately owned filing-services company. We are not a government agency and are not affiliated with, endorsed by, or sponsored by any federal, state, county, tribal, or local government agency.
Government filing services may be available directly from the applicable agency at a lower cost or without our service fee. You are not required to purchase our Services. Amounts paid to us include our service fee and, where identified, government or third-party fees.
Communications from us are private commercial communications and are not official government notices.
4Nature and Scope of Services
We provide document-preparation, information-collection, filing-submission, deadline-reminder, and related administrative support. Depending on your order, Services may include annual or periodic reports, amendments, reinstatements, business formation documents, EIN application assistance, beneficial ownership filings when legally applicable, registered-agent coordination, compliance reminders, document retrieval, or other services shown at checkout.
Our role is limited to the Services you purchase. Unless expressly stated in a signed agreement, we do not monitor every legal, tax, licensing, permit, reporting, publication, employment, securities, franchise-tax, local-registration, or industry-specific requirement that may apply to you.
We may use employees, contractors, affiliated companies, registered-agent providers, technology vendors, payment processors, mailing services, or other third parties to perform portions of the Services.
5Not a Law Firm; No Legal, Tax, Accounting, or Financial Advice
We are not a law firm, accounting firm, tax preparer, financial adviser, or governmental authority. We do not provide legal, tax, accounting, investment, or financial advice, and no attorney-client, accountant-client, fiduciary, or similar professional relationship is created.
Information on the website and communications from our personnel are general administrative information only. Laws, agency guidance, fees, deadlines, and filing requirements change. You should consult a qualified attorney, accountant, tax professional, or other licensed adviser for advice specific to your circumstances.
6Client Information, Review, and Continuing Duty to Update
You are solely responsible for reviewing all information before submission and for promptly correcting errors. We may rely on information you provide, information supplied by your authorized representatives, and information available from public records.
You must promptly notify us of changes to your entity name, status, ownership, managers, officers, directors, registered agent, addresses, email, phone number, tax information, authorization, or any other information relevant to the Services. We are not responsible for missed notices, failed filings, penalties, or other consequences caused by inaccurate, incomplete, outdated, or late information.
7Authorization to Prepare and Submit Filings
By ordering a filing Service, you authorize us and our service providers to prepare, sign where legally permitted, transmit, submit, pay for, retrieve, and communicate about the filing solely as necessary to complete the purchased Service.
This limited authorization does not appoint us as your general agent, attorney-in-fact, officer, manager, director, tax representative, or fiduciary. You remain responsible for the entity and for all legal and compliance obligations.
Some agencies require a separate wet signature, original signature, notarization, identity verification, power of attorney, third-party designee authorization, or agency-specific consent. You agree to timely complete any additional authorization required. We may not submit a filing until all required authorizations are received.
8Electronic Signatures and Electronic Communications
You consent to electronic records, disclosures, signatures, notices, invoices, receipts, and communications. An electronic signature or electronic acceptance has the same intended force as a handwritten signature to the fullest extent permitted by law.
You are responsible for maintaining a current email address and for checking spam, junk, and filtered folders. Electronic notices are considered received when sent to the contact information you provided, unless applicable law requires a different standard.
9Orders, Prices, and Payment
Prices are shown at checkout or in a written proposal. Unless clearly stated otherwise, our service fee is separate from government filing fees, publication fees, registered-agent fees, expedited-processing fees, shipping fees, taxes, and other third-party costs.
Government and third-party fees may change without notice. If a fee changes, a filing requires an unexpected charge, or the information provided changes the required filing, you authorize us to request the difference before proceeding. We will not knowingly charge an additional material amount without notice or authorization, except for an amount already authorized in the order.
You authorize our payment processor to charge the payment method submitted for the amounts disclosed at checkout and for later amounts you separately approve. You agree to provide accurate billing information and to pay all authorized charges.
An order is not accepted until payment is authorized and we confirm or begin processing it. We may reject, cancel, or suspend an order for suspected fraud, legal or compliance concerns, inaccurate information, technical problems, inability to perform the Service, or any other reasonable business or legal reason. If we cancel before performing the Service, we will refund amounts paid for the unperformed portion, excluding nonrefundable government or third-party fees already incurred.
10Processing Times, Deadlines, and Government Action
Processing and turnaround times are estimates unless we expressly provide a written guarantee for a specific order. “Same-day,” “24-hour,” “rush,” or similar language refers only to our internal preparation or submission target after we receive a complete order, cleared payment, and all required information. It does not guarantee government review, acceptance, issuance, delivery, or posting within that period.
Government agencies control acceptance, rejection, processing times, system availability, effective dates, and issuance of filed documents. We are not responsible for agency backlogs, closures, outages, policy changes, mail delays, or other matters outside our reasonable control.
You remain responsible for all deadlines. We do not guarantee that a filing will be completed before a deadline when an order is submitted late, information is missing, payment is delayed, an agency is unavailable, or an issue requires client action. Expedited service does not guarantee agency acceptance.
11Accuracy Promise
Any “100% Accuracy Guarantee” or “Accuracy Promise” means that if a filing is rejected or contains an error caused solely by our clerical or data-entry mistake, we will correct the mistake and resubmit the affected filing without an additional ACF service fee, provided you notify us within 30 days after receiving the filing confirmation or rejection.
The Accuracy Promise does not cover errors or omissions in information you supplied or approved, changes in law or agency interpretation, agency mistakes, name conflicts, unavailable names, missed deadlines caused by late or incomplete orders, third-party conduct, or matters outside the purchased scope. It does not guarantee acceptance, good standing, tax treatment, legal effect, funding, licensing, banking, or any particular business outcome, and it does not include government fees or consequential losses unless required by law.
12Annual Reports, Compliance Reminders, and Multi-Year Plans
Annual-report and compliance Services are based on the entity and jurisdiction identified in the order. You must confirm that the entity remains active, that the filing is required, and that all information is current before each submission.
Reminder notices are a convenience and are not a substitute for your own compliance calendar. Failure to receive a reminder does not relieve you of any deadline or obligation.
A prepaid or multi-year plan reserves our administrative service for the covered period; it does not guarantee that future filings, laws, government fees, entity information, or eligibility will remain unchanged. Before each future filing, you must review and approve current information and provide any requested authorization. We may require additional payment for increased government or third-party fees, new legal requirements, expedited service, or work outside the original scope.
If you cancel a multi-year plan, unused ACF service fees for future years that have not entered processing will be refundable, less any disclosed multi-year discount adjustment and any government or third-party fees already incurred. A year is considered in processing when we begin review, preparation, outreach, or submission for that filing cycle.
13Business Formation and Name Availability
Entity-name searches and availability checks are preliminary. A name is not secured until the appropriate agency accepts the filing. We do not guarantee name availability, trademark rights, domain availability, approval, or protection from third-party claims.
Formation of an entity does not by itself satisfy tax registrations, business licenses, permits, publication requirements, local registrations, foreign qualifications, professional licensing, securities laws, employment obligations, banking requirements, or other obligations.
Templates such as operating agreements, resolutions, or compliance calendars are general forms and are not legal advice. You should have them reviewed and customized by qualified counsel.
14EIN Services
EIN assistance is available only when you provide the responsible-party information and authorization required by the Internal Revenue Service. You represent that the responsible party is correctly identified and that no nominee or unauthorized person is being used.
You agree to sign any IRS-required authorization in the form the IRS requires, including a handwritten signature when required. We do not guarantee EIN issuance, timing, or IRS acceptance. The IRS may provide EINs directly without charging a government filing fee.
15Beneficial Ownership Information Services
Beneficial Ownership Information (“BOI”) Services are offered only when a filing is legally required or otherwise permitted under then-current law and agency rules. BOI requirements have changed and may change again. We may decline, pause, or cancel a BOI order if the entity is exempt, the filing is not legally available, or required information or authorization is missing.
You are responsible for determining whether an entity is a reporting company, qualifies for an exemption, or must update or correct a prior report. We may provide administrative information but do not provide a legal opinion on coverage or exemptions.
BOI information may include highly sensitive personal information. You authorize us to use and disclose that information only as reasonably necessary to evaluate and perform the requested Service, comply with law, prevent fraud, and protect our systems and users, as further described in the Privacy Policy.
16Registered-Agent Services
Registered-agent service may be provided by us or by an identified third-party provider and may be subject to separate terms, renewal fees, eligibility rules, address limitations, and cancellation procedures. You authorize the registered agent to receive service of process and official communications as permitted by law.
You remain responsible for keeping contact information current and promptly responding to documents forwarded by the registered agent. We are not responsible for consequences caused by your failure to update contact information, retrieve communications, or act on forwarded notices.
17Transactional and Marketing Communications
You consent to receive transactional communications relating to your inquiry, order, filing, account, payment, deadlines, security, and customer support by email, telephone, or text message.
We may send marketing email where permitted by law. You may unsubscribe using the link in the message or by contacting us. Unsubscribing from marketing does not stop transactional or legally required communications.
We will send automated or marketing text messages only with the consent required by applicable law. Consent to marketing texts is not a condition of purchase. Message frequency varies; message and data rates may apply. Reply STOP to opt out and HELP for help. A request to stop marketing texts will not prevent non-marketing communications that are permitted or required by law.
18Cancellations and Refunds
You may request cancellation by contacting us. Unless a service-specific policy states otherwise:
- Before we begin processing: ACF service fees are refundable.
- After processing begins but before submission: we may retain the portion of the service fee reasonably earned and any nonrefundable third-party costs, and refund the remainder.
- After submission to a government agency or third party: service fees are nonrefundable except where required by law or where we fail to provide the purchased Service.
- Government, publication, registered-agent, shipping, expedited, and other third-party fees are nonrefundable once paid or committed to the third party.
- Duplicate charges, unauthorized charges, and billing errors will be investigated and corrected when substantiated.
A request to change information after preparation or submission may require a new filing and additional government and service fees. Refunds are issued to the original payment method when reasonably possible.
19Chargebacks and Payment Disputes
Before initiating a chargeback, you agree to contact us so we can investigate and attempt to resolve the issue. This does not waive any rights you cannot legally waive. We may provide the payment processor with the order, acceptance records, communications, work product, filing confirmations, and other information reasonably necessary to respond to a payment dispute.
20Accounts, Security, and Acceptable Use
You are responsible for safeguarding login credentials, devices, email accounts, and access links. Notify us immediately of suspected unauthorized access.
You may not use the website or Services to violate law; impersonate another person; submit false, stolen, misleading, or unauthorized information; interfere with systems; upload malicious code; scrape or copy the website without permission; test vulnerabilities without authorization; or infringe intellectual-property, privacy, or other rights.
We may suspend access, preserve evidence, report suspected unlawful activity, or cooperate with authorities when reasonably necessary.
21Intellectual Property
The website, software, workflows, graphics, text, branding, templates, and other content we provide are owned by or licensed to us and are protected by intellectual-property laws. Subject to these Terms, we grant you a limited, revocable, nonexclusive, nontransferable license to use the website and your purchased deliverables for your internal lawful business purposes.
Government records and documents you provide remain subject to their existing ownership and public-record status. You retain ownership of your original materials, while granting us a limited license to use them to provide, secure, document, and improve the Services and comply with law.
22Third-Party Websites and Services
The Services may link to or rely on government portals, payment processors, registered agents, e-signature providers, cloud services, communications providers, identity-verification tools, and other third parties. Their terms and privacy practices may apply. We do not control and are not responsible for third-party websites, systems, decisions, outages, security, or conduct, except to the extent responsibility cannot lawfully be disclaimed.
23Privacy and Confidentiality
Our collection, use, retention, and disclosure of personal information are described in our Privacy Policy. Government filings may become public records. Once information is submitted to a government agency, public registry, registered agent, or other authorized recipient, its handling and disclosure are governed by that recipient and applicable law.
We do not promise that every communication or transmission is confidential or immune from unauthorized access. Do not send information that is not requested or necessary for the Service.
24Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT FOR ANY EXPRESS WRITTEN WARRANTY IN THESE TERMS, WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND RESULTS.
WE DO NOT WARRANT THAT A FILING WILL BE ACCEPTED, THAT AN ENTITY WILL REMAIN IN GOOD STANDING, THAT A DEADLINE WILL BE MET, THAT A NAME WILL BE AVAILABLE, THAT A GOVERNMENT SYSTEM WILL FUNCTION, OR THAT THE SERVICES WILL PRODUCE ANY PARTICULAR LEGAL, TAX, FINANCIAL, LICENSING, BANKING, OR BUSINESS RESULT.
Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to you.
25Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACF AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR USE; OR PENALTIES AND LOSSES CAUSED BY CLIENT ERROR, CLIENT DELAY, GOVERNMENT ACTION, THIRD-PARTY SERVICES, OR EVENTS OUTSIDE OUR REASONABLE CONTROL.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING FROM A PARTICULAR ORDER OR EVENT WILL NOT EXCEED THE ACF SERVICE FEES YOU PAID FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT. GOVERNMENT AND THIRD-PARTY FEES ARE NOT INCLUDED IN THIS CAP.
These limitations do not apply to liability that cannot lawfully be limited, including liability for fraud, willful misconduct, or other non-waivable obligations.
26Indemnification
To the extent permitted by law, you agree to defend, indemnify, and hold harmless ACF and its owners, officers, employees, contractors, affiliates, and service providers from third-party claims, losses, liabilities, penalties, and reasonable legal fees arising from information or documents you provide; your lack of authority; your violation of law or these Terms; your misuse of the Services; or your infringement of another person’s rights.
This obligation does not apply to the extent a claim results from our fraud, willful misconduct, or other conduct for which indemnification is prohibited by law.
27Informal Dispute Resolution
Before filing a lawsuit or arbitration, the complaining party must send a written notice describing the dispute, supporting facts, requested relief, and contact information. Notices to ACF must be sent to the address and email in Section 35 with “Legal Dispute Notice” in the subject line. The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt.
28Binding Individual Arbitration and Class-Action Waiver
Except for eligible small-claims matters, requests for temporary or injunctive relief to protect confidential information or intellectual property, and claims that cannot legally be arbitrated, any dispute arising out of or relating to these Terms, the website, or the Services will be resolved by binding individual arbitration under the Federal Arbitration Act.
The arbitration will be administered by the American Arbitration Association under the rules applicable to the dispute. It may occur by video, telephone, written submissions, or in Sheridan County, Wyoming, as the arbitrator determines after considering burden and fairness. The arbitrator may award any individual relief available in court but may not combine claims of different persons or preside over a class, collective, consolidated, or representative proceeding.
YOU AND ACF WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You may opt out of this arbitration section by emailing info@annualcorporatefilings.com within 30 days after first accepting these Terms. The opt-out notice must include your full name, business name, mailing address, order number if available, and a clear statement that you opt out of arbitration. Opting out will not affect the rest of these Terms.
If the class-action waiver is found unenforceable for a particular claim, that claim must proceed in court and not in class arbitration. If arbitration is prohibited or properly opted out, exclusive venue will be as stated in Section 29, subject to applicable non-waivable law.
29Governing Law and Venue
These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law rules, and by applicable federal law. For disputes not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state courts located in Sheridan County, Wyoming, or the United States District Court with jurisdiction over Sheridan County, unless applicable law requires another forum.
Nothing in these Terms deprives you of protections that cannot be waived under the law of your state of residence or principal place of business.
30Force Majeure
We are not responsible for delay or failure caused by events beyond our reasonable control, including government closures or outages, changes in law, acts of God, severe weather, fire, flood, epidemic, war, terrorism, civil unrest, labor disputes, internet or utility failures, carrier delays, cyberattacks, or third-party system failures. We will use commercially reasonable efforts to resume affected Services.
31Suspension and Termination
We may suspend or terminate access or an order when reasonably necessary to protect users or systems, comply with law, investigate suspected fraud or unauthorized activity, address nonpayment, or respond to a material breach of these Terms.
Sections that by their nature should survive termination—including payment obligations, intellectual property, disclaimers, liability limits, indemnification, dispute resolution, and governing law—will survive.
32Changes to Services or Terms
We may update the Services or these Terms. Material changes will be posted with a new “Last Updated” date and, when required, additional notice. Changes apply prospectively when posted or on the stated effective date. Your continued use after the effective date constitutes acceptance, except where law requires affirmative consent.
33Assignment
You may not assign these Terms or an order without our written consent. We may assign them in connection with a merger, financing, reorganization, sale of assets, corporate restructuring, or transfer to an affiliate, provided the assignee assumes the applicable obligations.
34Severability; Waiver; Entire Agreement
If any provision is found unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will continue in effect. Failure to enforce a provision is not a waiver. These Terms, the Privacy Policy, and any applicable order terms are the entire agreement regarding the Services and replace prior or contemporaneous discussions on the same subject.