Entity Dissolution Engagement
Client's Name: Entity Name:
Subject: Entity Dissolution Engagement Agreement
In order to document the understanding between us as to the scope of the work that our firm will perform, we are entering into this agreement with you. To avoid any misunderstandings, this agreement defines the services we will perform for you as well as your responsibilities under this agreement.
Service Pricing and Payment
Fees for our services are billed according to our fee schedule plus out-of-pocket expenses. We periodically update our fee schedule with new pricing and services. A current fee schedule is always published at www.mehdiani.com/fee-schedule. Variance from the fee schedule is an adjustment based on the complexity of a particular situation or particular client at our hourly service rate. Lack of client organization and/or preparedness at the time of preparation may result in additional fees. Additional fees will be charged for in-office consultations, extended email and telephone contact, extended tax agency correspondence, and audit representation at hourly rates, which will require a separate engagement agreement.
An upfront retainer must be paid prior to beginning our engagement. The retainer amount will be determined by Mehdiani Financial Management based on an initial assessment of the involvement and complexity of your filings. For returning clients, the retainer amount may be determined by your prior year fees. This amount will be communicated to you via an initial invoice after our assessment. The retainer amount is not an estimate of the total cost of the service. Services rendered will be drawn against the retainer until the funds are exhausted. Fees for services rendered after the retainer is exhausted are invoiced immediately and due upon receipt. All accounts not paid within thirty (30) days are subject to interest charges to the extent permitted by state law. In some cases, such as with tax preparation, we will not file returns or furnish the work until our invoices are paid in full.
You are engaging Mehdiani Financial Management to prepare and file dissolution documents for the entity named above ("Entity Name").
We will depend on you to provide any relevant information needed to perform the service(s) we are being engaged to do. We may ask you to clarify some items but will not audit or otherwise verify the data you submit.
Our work will not include procedures to find defalcations or other irregularities. Accordingly, our engagement should not be relied upon to disclose errors, fraud, or other illegal acts, though it may be necessary for you to clarify some of the information you submit. We will inform you of any material errors, fraud, or other illegal acts we discover.
The law imposes penalties when taxpayers underestimate their tax liability. Call us if you have concerns about such penalties.
Should we encounter instances of unclear tax law, or of potential conflicts in the interpretation of the law, we will outline the reasonable courses of action and the risks and consequences of each. We will ultimately adopt, on your behalf, the alternative you select.
We will return your original records to you at the end of this engagement. Store these records, along with all supporting documents, canceled checks, etc., in a secure location in case these items are needed later to prove the accuracy and completeness of a return. We retain copies of your records and our work papers for your engagement for seven years, after which these documents will be destroyed.
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.
In the event we are required to respond to a subpoena, court order or other 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 standard hourly rates then existing 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, including but not limited to attorney fees.
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 may be a direct or indirect result of any inaccurate or incomplete information that you provide to us during the course of this engagement, you agree to indemnify us, defend us, and hold us harmless as against such obligation.
You agree that any dispute (other than our efforts to collect an outstanding invoice) that may arise regarding the meaning, performance or enforcement of this engagement or any prior engagement that we have performed for you, will, prior to resorting to litigation, be submitted to mediation, and that the parties will engage in the mediation process in good faith once a written request to mediate has been given by any party to the engagement. Any mediation initiated as a result of this engagement shall be administered within the county of Los Angeles, California, according to its mediation rules, and any ensuing litigation shall be conducted within said county, according to California law. The results of any such mediation shall be binding only upon agreement of each party to be bound. The costs of any mediation proceeding shall be shared equally by the participating parties.
Any litigation arising out of this engagement, except actions by us to enforce payment of our professional invoices, must be filed within one year from the accrual of the cause of action, notwithstanding any statutory provision to the contrary. In the event of litigation brought against us, any judgment you obtain shall be limited in amount, and shall not exceed the amount of the annual fee charged by us, and paid by you, for the services set forth in this engagement letter.
This engagement letter is contractual in nature, and includes all of the relevant terms that will govern the engagement for which it has been prepared. The terms of this letter supersede any prior oral or written representations or commitments by or between the parties. Any material changes or additions to the terms set forth in this letter will only become effective if evidenced by a written amendment to this letter, signed by all of the parties.
Furthermore, it is understood that either party may terminate this agreement at any time, for any reason, within 10 days of written notice to the other party. It is understood that any unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date of termination.
To affirm that this agreement correctly summarizes your understanding of the arrangements for this work, sign where indicated below.
Thank you for the opportunity to be of service. If you have any questions, contact our office at 310-800-1472.
Alan Mehdiani, CEOMehdiani Financial Management9025 Wilshire Blvd, Suite 301Beverly Hills, CA 90211[email protected]www.mehdiani.com
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Document Name: Entity Dissolution Engagement
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