Business Formation and Taxation Terms

1. Scope and Applicability

Menendez Vet Financial Group ("MVFG" or "Firm") may provide the formation and tax-election services below only when applicable to the Client's circumstances and expressly included in the engagement. Not every Client will require or receive every service described in these Terms.

• Business entity formation or structural correction support, including applicable state registration coordination.
• Preparation and submission support for an Employer Identification Number (EIN) / IRS Form SS-4, when applicable.
• Preparation or filing coordination for an S-Corporation election / IRS Form 2553, when applicable.
• Registered agent services when expressly included.
• Beneficial Ownership Information (BOI) / FinCEN or similar beneficial-ownership filing only when legally applicable and expressly included.
• Coordination of entity-related records, filing receipts, confirmations, and other registration documents obtained during implementation.

2. State Registration and Entity Formation

When included, MVFG may assist with preparation and filing of entity formation documents with the applicable Secretary of State or similar state agency, including Articles of Organization, Articles of Incorporation, or comparable formation documents based on the entity type selected.

Professional licensing, state law, ownership restrictions, and other facts may affect available entity options. MVFG is not a law firm and does not provide legal advice regarding liability protection, professional-entity eligibility, ownership rights, corporate governance, licensing, or other legal matters. Client should consult licensed legal counsel when legal advice is needed.

3. Employer Identification Number (EIN)

When applicable, MVFG may assist with preparation and submission of an EIN application. Client must disclose any prior EIN application, existing EIN, prior business name, prior responsible party, ownership change, entity-type change, address change, or inconsistent information previously provided to the IRS.

EIN issuance and IRS account setup are controlled by the IRS. MVFG does not guarantee issuance timing, correction of prior records, or any particular IRS account result. EIN corrections, duplicate-EIN issues, responsible-party changes, account mismatches, classification corrections, notice responses, or additional IRS communications outside the original implementation scope may require a separate engagement or additional fees.

4. S-Corporation Election — IRS Form 2553

If S-Corporation election assistance is included, MVFG will assist with preparation and submission of IRS Form 2553 based on information provided and approved by Client. An S-Corporation is a federal tax election and is subject to IRS eligibility, review, processing, acceptance, rejection, correction, and final determination.

MVFG does not guarantee approval, acceptance, a specific effective date, processing time, tax classification, state recognition, tax savings, payroll-tax savings, audit protection, or any other tax outcome.

Client understands that an S-Corporation election may create ongoing responsibilities, including payroll, reasonable compensation, separate business tax returns, shareholder basis tracking, business recordkeeping, proper documentation of distributions, state obligations, and ongoing bookkeeping and tax compliance. Unless separately engaged for ongoing services, Client remains responsible for maintaining those obligations after implementation.

5. Government and State Filing Fees

MVFG professional fees do not include government, state, local, regulatory, registered-agent, licensing, permit, expedited-processing, franchise-tax, minimum-tax, penalty, interest, or other third-party charges unless a specific charge is expressly identified as included in the Client's proposal or invoice.

MVFG may collect an agency fee from Client for remittance or instruct Client to pay the agency directly. Government and state fees are non-refundable once remitted to the applicable agency.

6. Agency Processing Times and Delays

Any processing estimate is for planning purposes only. Government agencies and third parties control their own review standards, processing times, backlogs, system availability, identity verification, correspondence, acceptance criteria, and final determinations.

MVFG is not responsible for delays or outcomes caused by the IRS, Secretary of State, FinCEN, state or local agencies, third-party platforms, mailing systems, manual review, agency backlog, name availability, identity-verification issues, system outages, rule changes, or other matters outside MVFG's reasonable control. Such delays do not constitute a failure by MVFG to perform the engagement.

7. Rejections, Corrections, Amendments and Additional Work

An agency may reject, delay, question, or require correction of a filing for reasons outside MVFG's control. If additional work results from inaccurate, incomplete, inconsistent, outdated, or omitted information supplied by Client, or from a matter outside the original scope, correction, amendment, resubmission, re-processing, follow-up, notice response, or additional communication may be subject to a separate engagement or additional fees.

Additional services such as reinstatements, dissolutions, conversions, mergers, foreign qualifications, ownership changes, address changes, name changes, late-election relief beyond the original scope, IRS notice resolution, state-agency notice resolution, or similar remedial work are not included unless expressly stated in writing.

8. Client Information, Review and Approval

MVFG relies on information supplied by Client. Client is responsible for providing complete, accurate, truthful, and current information and for timely reviewing and approving entity names, ownership information, responsible-party information, addresses, effective dates, tax-classification information, signatures, and other filing details before submission.

Client must promptly notify MVFG when previously supplied information changes. MVFG is not responsible for consequences caused by inaccurate, incomplete, outdated, misleading, or omitted Client information or by Client's failure to timely review, correct, approve, sign, or provide requested materials.

9. Registered Agent Services

If registered agent service is expressly included, the applicable period, renewal terms, fee, and scope will be stated in writing. Registered-agent service is limited to receiving official service of process and official state correspondence at the designated address and forwarding it using the Client contact information on file.

Client remains responsible for maintaining current contact information, reviewing forwarded notices, taking required action, appointing any replacement registered agent when necessary, and maintaining the entity in good standing.

10. Beneficial Ownership / FinCEN Reporting

Beneficial-ownership reporting requirements may change through legislation, regulation, administrative action, or court decision. MVFG will perform a BOI, FinCEN, or similar filing only if legally applicable at the relevant time and expressly included in the engagement. Unless expressly stated otherwise, future monitoring, updates, corrections, or subsequent beneficial-ownership filings are not included.

11. Services Not Included

Unless expressly stated in the Client's selected package or proposal, formation and tax-election services do not include customized legal documents or legal review, business or professional licensing, local permits, zoning, annual reports, ongoing registered-agent renewals, ongoing compliance monitoring, tax-return preparation, bookkeeping, payroll processing, payroll-tax filing administration, state withholding or unemployment registrations, workers' compensation compliance, banking or financing approval, or ongoing advisory services.

12. No Guaranteed Government, Legal or Tax Outcome

MVFG agrees to perform included services with reasonable professional care based on the information available. The Firm does not control government agencies or third parties and does not guarantee filing acceptance, approval, processing time, tax treatment, tax savings, legal protection, liability protection, entity-name availability, bank approval, license approval, financing approval, future compliance status, or any other specific result.

13. Relationship to Other Agreement Terms

These Business Formation and Taxation Terms supplement, and are incorporated into, the Client's Veterinary Business Foundation™ Service Agreement when the applicable services are included. The Firm's Standard Terms and Conditions also remain applicable. If a conflict exists regarding the Client's selected services, fees, or implementation period, the signed Service Agreement controls.