Service Covered:
Our service covers the preparation and filing of your BOI reporting for one legal entity. Simply fill out a brief questionnaire and our team will prepare your BOI report and send it to you for review. After your confirmation, we will file the survey on your behalf.
This is a one-time service and does not cover updates. As of May 2024, FinCEN mandates that an updated Beneficial Ownership Information Report (BOIR) must be filed within 30 days of any changes to the information previously submitted.
This service is non-refundable after the payment is made as we will start working on it.
Tukel, Inc. ("firm," "we," "us," or "our") is pleased to provide your company ("you" or "your") with the professional services described below. This letter or terms and conditions that you accept and any other attachments incorporated herein (collectively, "Agreement"), confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. The engagement between you and our firm will be governed by the terms of this Agreement.
Engagement Objective and Scope
The objective of this engagement is to assist you with your submission of certain beneficial ownership information ("BOI") to the Financial Crimes Enforcement Network ("FinCEN") as required by the Corporate Transparency Act ("CTA" or "the Act").
The service covers only one of the options below and each additional filing is subject to additional fees.
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REPORTING OPTION 1 (INITIAL REPORT): We will submit to FinCEN via electronic interface on your behalf information you provide to us in support of your Corporate Transparency Act/Beneficial Ownership Initial Report ("Report"). These services do not include advice or statutory interpretation of the Act, such as whether any exemption applies, a determination of who is or is not a beneficial owner, or guidance on any other requirement under the Act.
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REPORTING OPTION 2 (UPDATED REPORT): We will submit to FinCEN via electronic interface on your behalf information you provide to us in support of your Corporate Transparency Act/Beneficial Ownership Updated Report ("Report"). These services do not include advice or statutory interpretation of the Act, such as whether any exemption applies, a determination of who is or is not a beneficial owner, or guidance on any other requirement under the Act. Although we may compare information in this Report to information previously submitted, these services do not include any analysis, evaluation, or statement on the accuracy of any Initial, Updated, or Corrected report previously submitted.
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REPORTING OPTION 3 (CORRECTED REPORT): We will submit to FinCEN via electronic interface on your behalf information you provide to us in support of your Corporate Transparency Act/Beneficial Ownership Corrected Report ("Report"). These services do not include advice or statutory interpretation of the Act, such as whether any exemption applies, a determination of who is or is not a beneficial owner, or guidance on any other requirement under the Act. Although we may compare information in this Report to information previously submitted, these services do not include any analysis, evaluation, or statement on the accuracy of any Initial, Updated, or Corrected report previously submitted.
These services do not include any other federal or state reporting requirement to which you may be subject.
While we will assist you with your reporting obligation under the Act, we are not an agent of you as our client and have no fiduciary responsibilities related to you or your company.
The CTA is a federal statute which requires statutorily identified reporting companies to identify and report beneficial ownership information to the FinCEN. This reporting is required under the Bank Secrecy Act, and the primary users of BOI reported to FinCEN will be federal, state and local law enforcement. Failure to comply with the CTA may result in significant penalties, including criminal penalties such as monetary fines and/or jail time. Because of the nature of the Act and penalties associated with non-compliance, you should discuss your obligations under the Act with legal counsel. By entering into this Agreement, you acknowledge that we have advised you to seek legal counsel with respect to your CTA obligations. If, prior to executing this Agreement you believe you need to speak with an attorney regarding your CTA obligations, please do not sign this Agreement.
Our engagement is limited to the professional services outlined above. You have sole responsibility for assessing your Report for compliance with the Act prior or subsequent to its submission to FinCEN. You (including your successors) are and shall at all times remain responsible for all future compliance with the Act, including any change to a Report submitted which may be required under the Act. Unless separately engaged to do so, we shall have no responsibility to: correct, amend, or re-submit the Report; alert you to situations where the Act requires you to correct, amend, or re-submit the Report; or inquire as to whether any event has occurred which may necessitate correction, amendment, or re-submission of the Report. We shall have no liability for your failure to correct, amend, or re-submit any report as required under the Act.
Our services to you under this Agreement will be based upon guidance promulgated by the U.S. Department of Treasury and FinCEN which is "final" as of the time services are rendered. For purposes of this Agreement, "CTA" or "the Act" does not include draft legislation, Proposed Rules, or any administrative notice affecting the responsibilities of those affected by the Act which is not considered "final". Guidance is subject to change, and those changes may affect your Report. You are responsible for understanding all requirements applicable to your compliance with the CTA. You are encouraged to seek the advice of your own legal counsel before and during the totality of our engagement.
If, prior to the completion of this engagement, changes are made to the Act which are considered "final," we may require a modification to this Agreement.
If, prior to your submission, your information or facts change, you must provide us with the updated information and representations as soon as possible, as those changes may affect your obligations under the Act and our obligations under this Agreement.
This engagement does not include any procedures designed to detect errors, fraud, theft, misrepresentation, or other wrongdoing. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, our engagement is not intended to assess your compliance with any other reporting or registration requirement in any jurisdiction, legal or other. We shall have no liability to you or any other party in the event it is determined you are non-compliant with other reporting or registration requirements during the course of this engagement.
You may request that we perform additional services not contemplated in this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services and provide you with a separate engagement letter. In the absence of any other engagement letter, our services to you will be limited to and governed by the terms of this Agreement.
Engagement Deliverable
We anticipate presenting the following deliverable upon completion of our services.
Prior to submission to FinCEN, we will provide a draft Report to you for review and approval. We will not submit the draft Report to FinCEN without your review and written authorization. If you do not provide written authorization in a timely manner, you will be responsible for any loss which may result from missing the statutorily-imposed deadline.
The final deliverable presented as part of this engagement is solely for the use of [Client Name] for the purpose of supporting your compliance with the Act. It should not be relied upon or used for any other purpose without the express written permission of the firm.
During the course of this engagement, we may present to you written or electronic drafts of your Report. These or any similar draft communications regardless of format are our property of and may not be shared with any other party under any circumstance.
We will not update your Report after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations unless agreed to in a separate, executed engagement letter.
We do not guarantee, either expressly or impliedly, any outcome or success of any administrative review of your Report by regulatory authorities.
If for any reason we are unable to complete the engagement, we will not issue a deliverable.
Permissible disclosures
You acknowledge and agree that any information provided to us in support of this engagement shall be for the sole use of complying with the Act, and for no other purpose. We acknowledge and agree that information provided to us in support of this engagement shall remain confidential consistent with professional ethics requirements, and that we shall take commercially reasonable steps to safeguard such confidential information.
Notwithstanding, information provided to us in support of this engagement may ultimately be requested by governmental agencies either for law enforcement purposes or for other regulatory purposes as permitted by law. By entering into this Agreement, you acknowledge that we may be compelled to provide this information by court or similar order and agree that in such instances disclosure of information provided to us in response to those requests shall not be considered a breach of this Agreement.
Our Responsibilities
It is our duty to perform our services based on the same standard of care that a reasonable professional service provider would exercise in this type of engagement. For the purposes of this Agreement only, the applicable standard of care shall be based upon technical guidance issued by FinCEN as detailed on www.fincen.gov/boi, and relevant ethical guidance applicable to us either via state accountancy statutes which govern our practice, the AICPA Code of Professional Conduct, or both.
The above professional services will be performed based upon information you provide to us. We will not audit or otherwise verify the data you submit to us. We shall have no liability for any loss suffered by you or any owner/beneficial owner resulting from inaccurate or incomplete information provided to us or your failure to provide relevant information.
We will not respond to any request from banks, mortgage brokers or other third parties for verification of your compliance with the Act or confirmation of your beneficial ownership information. You agree to indemnify and hold us harmless from any and all claims arising from the use of the Report for any purpose other than complying with your CTA compliance obligations regardless of the nature of the claim, excepting claims arising from our gross negligence or intentional wrongful acts.
We will not make any management decisions or perform management functions on your behalf.
Client Responsibilities
You acknowledge and agree that your failure to comply with the responsibilities enumerated in this section may result in economic or other loss to you as well as the potential for criminal prosecution in the event you are found to not be in compliance with the Act. You agree to accept responsibility for any consequences of your failure to fulfill your responsibilities.
You agree to provide us with accurate and complete copies of the records or information that we may request as necessary to provide our services, including any documentation or memorandum provided to you by third parties describing your reporting obligations under the Act, either at the inception or during the course of the engagement.
You agree that you are responsible for all decisions and analysis related to your compliance with the Act, including, but not limited to, the determination that you are a reporting entity in accordance with the Act and the identification of your beneficial owners, including those that exercise substantial control of your business.
You acknowledge that the Act requires the Report to be submitted prior to statutorily-imposed deadlines which are either thirty (30) or ninety (90) days after the occurrence of specified events which are enumerated in the Act. You are responsible for identifying and determining whether such an event has occurred, as well as notifying us of the date on which the event occurred.
You agree to provide us information we request necessary to perform under this engagement no later than [Date]. If you do not provide complete information in the required timeframe, you acknowledge that your delay may result in a late submission, and you further agree to accept full responsibility for any loss or penalty which may result from missing the statutorily-imposed deadline, as well as responsibility for any costs or penalties which may result where a late submission requires the submission of a new, separate report.
Online access to information
To the extent you provide our firm with access to electronic data via a local or online database from which we will download your information, you agree that the data is accurate as of the date and time you authorize it to be downloaded.
Documentation
You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your Report. Our records are not a substitute for yours. You should retain all documents that provide evidence and support for beneficial ownership as required under applicable laws and regulations. You represent that you have such documentation and can produce it, if necessary, to respond to any examination or inquiry as may be required under the Act or by governmental agencies (including law enforcement). You will be responsible for any liability including but not limited to penalties, interest and related professional fees, resulting from inadequate documentation.
Penalties under the Act
In general, a person who willfully violates beneficial ownership reporting requirements under the Act may be subject to civil (monetary) penalties for each day that the violation continues. They may also be subject to criminal (fines and/or imprisonment) penalties. Both individuals and corporate entities may be held liable for willful violations. Beneficial owners who refuse to provide required information may also be held liable.
Ultimate responsibility
You have the final responsibility for the contents of your Report, including information provided by third parties. We will provide you with a copy of the deliverable for review prior to finalization. You agree to review and approve the deliverable carefully for accuracy and completeness prior to submission.
Prior to the conclusion of this engagement and your submission to FinCEN, we may ask that you sign a written representation related to the information you provide in support of your Report. If you decline to sign this representation when requested, we may terminate this Agreement.
Professional Fee
Our professional fee for the services outlined above is stated separately in this engagement and also in our invoice. This fee is based upon the complexity of the expected work to be performed, our professional time and out-of-pocket expenses. Circumstances may arise that impact our estimated fee such as, but not limited to, issues encountered with the timely delivery, availability, quality, or completeness of the information you provide to us, changes in your personnel or operations that impact our services or other unanticipated items that arise during our engagement and that require additional time in order to complete the agreed-upon services. You agree that you will deliver all records requested and respond to all inquiries made by our staff to complete this engagement on a timely basis. You agree to pay all fees and expenses incurred whether or not we complete the engagement.
It is your responsibility to provide complete and accurate information and review the final report before filing. If you have any questions on the way or stuck, you can always send your questions to our team at [email protected] and they will ensure that you have the answers for accurate reporting.
DISCLAIMER! We are not a CPA firm or a law firm and do not provide attestation, audit, compilation, tax, or legal advisory services on your financials, tax returns, or agreements or matters that require such licensed professionals. We will prepare the in scope reports, financial reporting pack and/or payroll and/or tax returns based on the information provided by you. We also use standard agreement templates available. We cannot represent you in front of the IRS or legal authorities unless you engage us as your CFO, representing the Company as a Director, with a separately priced engagement, even in such an engagement, we cannot represent you as your legal counsel or CPA. In case of any CPA or legal service requirements, we would recommend you to engage a CPA or law firm. If you delegate us to hire such a firm, based on your approval of the firm and the fees we can hire them, pay them on your behalf and reflect the CPA or law firm service charges to you, or you may choose to engage one directly yourself.
Our engagement cannot be relied upon to identify or disclose errors, fraud, or other illegal acts that may exist.
It is your responsibility to provide complete and accurate information and review the final report before filing. If you have any questions on the way or stuck, you can always send your questions to our team at [email protected] and they will ensure that you have the answers for accurate reporting.
DISCLAIMER! We are not a CPA firm or a law firm and do not provide attestation, audit, compilation, tax, or legal advisory services on your financials, tax returns, or agreements or matters that require such licensed professionals. We prepare the financial reporting pack and/or payroll and/or tax returns based on the information provided by you. We also use standard agreement templates available. We cannot represent you in front of IRS or legal authorities unless you engage us as your CFO, representing the Company as a Director, with a separately priced engagement, even in such an engagement, we cannot represent you as your legal counsel or CPA. In case of any CPA or legal service requirement, we would recommend you to engage a CPA or law firm. If you delegate us to hire such a firm, based on your approval of the firm and the fees we can hire them, pay them on your behalf and reflect the CPA or law firm service charges to you, or you may choose to engage one directly yourself.
Our engagement cannot be relied upon to disclose errors, fraud, or other illegal acts that may exist. However, we will inform you of any material errors that come to our attention and any fraud that comes to our attention. We will also inform you of any other illegal acts that come to our attention, unless clearly inconsequential. Our responsibility as tax preparer is limited to the tax period specified above and does not extend to any later periods of which we are not engaged as tax preparers.
Our services are not designed to provide assurance on internal controls or to identify reportable conditions, that is, significant deficiencies or material weaknesses in the design or operation of internal control. Accordingly, we have no responsibility to identify and communicate significant deficiencies or material weaknesses in your internal controls as part of this engagement, and our engagement cannot be relied upon to disclose the same. However, during the procedures, if we become aware of such reportable conditions, we will communicate them to you.
You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the Company involving (a) management (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements. You are also responsible for informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Company received in communications from employees, former employees, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws and regulations.
In order for us to complete this engagement, and to do so efficiently, we require unrestricted access to the relevant documents and individuals within your company. Specifically, we must receive sufficient information from which to prepare your forms within a reasonable period of time prior to the applicable filing deadline. Any failure to provide such cooperation, and to do so on a timely basis, will impede our services and may require us to pursue an extension of the due date of your returns, suspend our services or withdraw from the engagement.
The law provides various penalties and interest that may be imposed when companies understate their liabilities. You acknowledge that any such understated liabilities, and any imposed interest and penalties, are your responsibility and that we have no responsibility in that regard. If you would like information on the amount or circumstances of these penalties, please contact me.
We must rely on the accuracy and completeness of the relevant information you provide to us, and, in the event we and/or you are assessed penalties due to our reliance on inaccurate, incomplete, or misleading information you supplied to us (with or without your knowledge or intent), you will indemnify us, defend us and hold us harmless as to those penalties
Our fees for this engagement are not contingent on the results of our services. Rather, our fees for this engagement, including preparation of your returns and if separately engaged, any representation of your interests during an examination by an authority and/or any subsequent appeal, will be based on our agreed rate.
In addition, you agree to reimburse us for any of our out-of-pocket costs incurred in connection with the performance of our services.
Prior to commencing our services, we require that you provide us with a retainer in the agreed amount or pay the full-service fee in advance. The retainer will be applied against our final invoice, and any unused portion will be returned to you upon our collection of all outstanding fees and costs related to this engagement. Our fees and costs will be billed in advance or monthly, and are payable upon receipt. Invoices unpaid 7 days past the billing date may be deemed delinquent, and are subject to an interest charge of 1.5% per month. We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due us, you agree to reimburse us for our costs of collection, including attorneys’ fees.
If we elect to terminate our services for nonpayment, or for any other reason provided for in this letter, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed your form. You will be obligated to compensate us for all time expended and to reimburse us for all of our out-of-pocket costs, through the date of termination.
In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read-only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for the interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.
It is our policy to retain engagement documentation for a period of seven years, after which time we will commence the process of destroying the contents of our engagement files. To the extent we accumulate any of your original records during the engagement, those documents will be returned to you promptly upon completion of the engagement, and you will provide us with a receipt for the return of such records. The balance of our engagement file, other than a copy of your income tax return, which we will provide to you at the conclusion of the engagement, is our property, and we will provide copies of such documents at our discretion and if compensated for any time and costs associated with the effort.
In the event we are required to respond to a subpoena, court order or another legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this engagement, you agree to compensate us at our hourly rates, as set forth above as minimum $399 per hour, for the time we expend in connection with such response, and to reimburse us for all of our out-of-pocket costs incurred in that regard.
In the event that we are or may be obligated to pay any cost, settlement, judgment, fine, penalty, or similar award or sanction as a result of a claim, investigation, or other proceeding instituted by any third party, and if such obligation is or maybe a direct or indirect result of any inaccurate, incomplete, or misleading information that you provide to us during the course of this engagement (with or without your knowledge or intent), you agree to indemnify us, defend us (with counsel of our choosing), and hold us harmless as against such obligation.