VCORP SERVICES, LLC
(last updated August 18, 2016)
Following is a description of certain Services currently available to you (“Customer”) at the applicable fees for such Services. Vcorp Services, LLC (“Vcorp”) 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 WWW.VCORPSERVICES.COM/TERMS-AND-CONDITIONS.ASPX OR SUCH OTHER TERMS AND CONDITIONS AS MAY BE AGREED BY YOU AND VCORP (AS APPLICABLE, THE “AGREEMENT”). Capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.
- Registered Agent Services. Fees for Annual Representation Services (as defined in B. below) shall be in accordance with Vcorp’s standard pricing unless otherwise agreed by the Parties. Fees are subject to change during the Term at Vcorp’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 Vcorp is providing Annual Representation Services, each jurisdiction in which such entity does business for which Vcorp is appointed registered agent. For example, if an affiliate of Customer does business in 50 states and appoints Vcorp 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 Vcorp 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 Vcorp’s standard pricing.
- Transactional Services. Fees for the Transactional Services (described in B. below) shall be determined by Vcorp 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: Vcorp will provide registered agent services (“Registered Agent Services”) for Customer and its affiliates identified in advance and in writing to Vcorp, which, among other things, allows Vcorp 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:
- Either provide notification in writing to Vcorp that Vcorp has been appointed as registered agent for each entity within each jurisdiction where registered or will request Vcorp to complete the filings which appoints Vcorp as registered agent for each entity in each jurisdiction.
- Provide Vcorp 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.
- (a) Notify Vcorp in the event it discontinues (whether via dissolution, conversion, re-domestication or other action) any entity for which Vcorp 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 Vcorp as registered agent therefor.
- Pursuant to applicable statutory law, receive and forward requisite documents for entities and jurisdictions for which Vcorp 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 Vcorp and Customer:
- Service of Process History (subject to additional terms and conditions): Vcorp provides via its online portal a searchable log of Service of Process received by Vcorp on behalf of Customer.
- Notification of Service of Process: Vcorp provides Customer notification via e-mail, phone or fax when Vcorp 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. Vcorp 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 Vcorp to Customer. If Customer requests that Vcorp notify additional addressees regarding receipt of a Service of Process, Vcorp 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 Vcorp to Customer. The following obligations shall apply:
- Provide Vcorp with addressee information, to include contact name, phone number, email address, company name and physical address, and inform Vcorp of any changes thereto (changes may incur additional fees).
- Forward each such Service of Process as instructed by Customer and agreed by Vcorp. If customer makes changes to addressees, Vcorp 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): Vcorp provides Service of Process, including PDF process, electronically.
- Provide Vcorp with list of entities and jurisdictions for which Customer would like to receive Paperless Service of Process.
- Provide Vcorp with recipient information, to include contact name, phone number, email address, company name and physical address, to receive Paperless Service of Process, and inform Vcorp of any changes thereto (changes may incur additional fees).
- Provide Paperless Service of Process to such recipients for such entities and jurisdictions, as instructed by Customer and agreed by Vcorp. If Customer makes changes to recipients, Vcorp may continue forwarding to a prior recipient until it has reasonably implemented such change.
- Direct Service of Process Upload: Vcorp provides an option that allows Customer to send Service of Process directly received by the Customer to Vcorp for further processing such as scanning, indexing, and making available via Vcorp’s online portal, and for Enterprise Connector, if applicable.
Customer may send each Service of Process to Vcorp via agreed upon methods such as courier services at designated mailing addresses. Customer may also upload each Service of Process via Vcorp’s online portal.
- Be responsible for the accuracy of information and quality of the digital image as provided by Customer via upload or other delivery method.
- Provide Customer its mailing address and assist Customer with any configuration required to turn on the handling of Direct Service of Process.
- 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): Vcorp electronically transfers Service of Process information and imaged documents into Customer’s Vcorp-compatible matter management or legal e-billing system.
- Company Records: Vcorp provides via its online portal a listing of all entities where Vcorp provides Registered Agent Services for Customer, including delivery instructions for each entity.
- Compliance Calendar: Where Vcorp is registered agent for Customer, Vcorp 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 Vcorp. 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:
- Provide the information requested within the Registered Agent Services/Service of Process section.
- Be responsible for setting alerts for receipt by Customer of notification reminders for specific entities and jurisdictions.
Managed Filing Services: Vcorp can provide certain managed filing services (subject to additional fees), such as the following:
- State Automated Reporting (STAR) Program: Under the STAR program, Vcorp will track, calendar, compile and upon approval 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.
Annual Reports Filing Service: Allows Customer to request certain annual or biennial reports in certain states to be prepared and filed by Vcorp’s service teams.
- Provide the desired statutory annual and biennial reports and required information to Vcorp for filing.
- Be solely responsible for the data transmitted to jurisdiction.
- Provide status via the Vcorp online portal showing the filing status of the submission.
Special Representation Services: Vcorp 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: Vcorp 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
Name Searches/Availability and Name Reservation/Registration: Upon request, Vcorp 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, Vcorp will provide legalization/apostille of certain legal documents for certain international filings.
- Provide the requisite information and documentation as requested by Vcorp to perform this service.
- Provide Vcorp prepayment as requested and pursuant to the terms of this Agreement.
- Provide Customer with evidence of authentication, legalization or apostille, as applicable.
- 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 Vcorp’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: Vcorp can assist with corporate secretarial services and certain compliance solutions in certain countries through Vcorp’s global network of contacts. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.