Corporate Veil $125,000 Guarantee

Terms & Conditions

Laughlin Associates is strictly subject to the following Terms and Conditions:

In order to become and remain eligible for the Guarantee, the covered company must fully complete and comply with all applicable designated activities in our Corporate Veil Protection Service (CVPS) guarantee checklist within the required time frames and agree to be subject to the terms and conditions outlined herein. The Guarantee is not available or applicable if the company is or has been past due or non-compliant with any of the applicable checklist activities. Eligibility for the Guarantee and the guarantees there under is subject to final determination by Laughlin Associates.

The Guarantee is activated only when a non-related third party successfully pierces the corporate veil of the covered company and, as a result, the owners, directors, officers, managers or member of the company are held personally liable for the debs and contractual obligations of the covered company to third parties, as determined by a court of competent jurisdiction in the United States.

The Guarantee does not cover claims against the company made by or through the IRS, any other government taxing authority, or any other government agency.

The Guarantee does not provide coverage for claims relating to illegal or fraudulent activates, improper or illegal conduct by the company’s owners, officers, directors, managers, member or agents, or intentional misconduct or grossly negligent conduct.

The Guarantee is only available and effective during the period of the covered company’s paid Corporate Veil Protection Service (CVPS) paperwork service with Laughlin Associates. Events prior to the company’s enrollment in the program or after termination of the CVPS with Laughlin Associates are not covered.

In the event of a claim against the Guarantee, to receive payment approval the covered company will be required to provide valid documentation of (1) the timely and full completion of and compliance with each applicable Guarantee Checklist activity and (2) the covered legal defense expenses incurred.

The Guarantee coverage is not insurance and is limited to reasonable and documented legal defense expenses incurred and paid by the covered company in direct connection with the company’s good faith defense against a corporate veil piercing claim brought against and the company in a court of competent jurisdiction in the United States.

In no event will coverage under the Guarantee with respect to a covered company exceed $125,000.

The covered company’s sole recourse against Laughlin Associates under or related to the Guarantee shall be reimbursement for legal defense expenses as expressly provided herein and in no event shall Laughlin Associates be liable to the covered company or any other person or entity for any other claims, benefits, damages or expenses arising under or related to the Guarantee.

Corporate Veil Protection Service (CVPS) Guarantee Checklist

• The Corporation or LLC has filed valid incorporation or organizational forms within the proper state agency and has paid all filing fees.
• Your company maintains an active commercial Registered Agent.
• Prepare and execute the By-laws and/or Operating Agreement upon formation of your entity that details the internal operations and affairs and operations of the management of the company.
• File all documents required for Foreign Qualification as a foreign entity in all jurisdictions where your company has legal or tax needs. Pay all associated fees and keep in compliance annually.
• File annual report in State or States where entity is qualified to do business. Annual reports must be filed timely.
• File State and Federal Tax Returns correctly and timely.
• Pay Unemployment Insurance.
• Pay all Social Security Withholdings.
• Company monies must not be commingled with personal or other entity monies.
• Company must be in good standing with Laughlin Associates.
• All information relayed to Laughlin Associates must be communicated with Good Faith and understanding Laughlin Associates relies on your communication and timelines to provide accurate accounting of your business decisions.
• Produce Promissory notes with reasonable interest accrued for all loans to and from shareholders, directors, members, managers, officers and employees. If applicable security agreements and UCC-1 financing statements prepared. All financial obligations of the company must be met in accordance with these agreements.
• Legal proof that the company was formed for a legal purpose and has not engaged in any illegal activity including fraud or deception.
• The company must have sufficient capital given the business purpose in which it is engaged.
• Accounting Records must be maintained in accordance with GAAP Standards and kept separate from personal records and from other entities.
• If using a DBA, confirm that the use of said DBA complies with all applicable laws and statuary requirements and that the use of the name is reasonably apparent that the business conducted under such name is the business of the company itself and not an individual, unincorporated or unformed entity.

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