Terms of Service
Last updated: March 17, 2026
These Terms of Service ("Terms") govern your use of the services provided by Chromaray LLC (DBA "US LLC Filings") ("we", "us", "our"), a limited liability company registered in New Mexico, USA, with registered address at 530-B Harkle Road, Suite 100, Santa Fe, NM 87505.
By buying a service from us or submitting information, you agree to these Terms in full.
1. What We Do
We provide compliance and administrative services for non-resident owners of US LLCs, including:
- US LLC Formation: registering a new LLC with a US state authority
- EIN Acquisition: obtaining a Federal Employer Identification Number from the IRS
- ITIN Acquisition: obtaining an Individual Taxpayer Identification Number from the IRS
- Form 5472 + Pro Forma 1120 Filing: preparing and filing required annual IRS returns for foreign-owned single-member LLCs
- BOIR Filing: Beneficial Ownership Information Report filing with FinCEN (available for foreign-formed entities only; US-formed LLCs are currently exempt under FinCEN's March 2025 interim final rule)
- BE-12 / BE-13 Filing: Bureau of Economic Analysis survey filings
- FBAR Filing: FinCEN Form 114 for foreign bank account reporting
- LLC Dissolution: closing a US LLC with state and federal authorities
- Annual Maintenance: bundled ongoing compliance services
The specific services you receive depend on what you purchase. Each service has its own scope, timeline, and deliverables as described on our website and in any confirmation email you receive.
2. Scope of Services and CPA Disclaimer
We are not a CPA firm, law firm, or enrolled agent. We are not tax advisers, accountants, or lawyers. We do not provide tax advice, legal advice, financial advice, or opinions on your tax liability or obligations.
We provide compliance preparation services: we prepare your forms, submit your filings, and manage the paperwork based on the information you give us. Our services do not constitute tax, legal, or financial advice.
If you need advice on whether you should form an LLC, how to structure your business, or how to minimise your tax obligations, you should consult a licensed CPA, enrolled agent, or tax attorney in your jurisdiction.
3. How We Deliver Services
Some of our services are prepared and filed directly by our team. Others are delivered through licensed third-party professionals ("Service Partners") who work on our behalf.
Regardless of how a service is delivered:
- You deal with us. We are your single point of contact for all communication, updates, and support
- We are responsible for the quality and delivery time of your service
- We handle your data securely, in line with our Privacy Policy (see Section 10)
You do not need to know which services are internal and which use Service Partners. We manage that. If you want to know, you may ask us.
4. Your Responsibilities
To deliver our services, we depend on you providing complete, accurate, and truthful information. By using our services, you agree to:
a) Provide accurate information
- All data you submit (names, addresses, tax IDs, financial figures, passport details, formation documents) must be truthful and complete
- If you are unsure about any field, ask us before submitting. Do not guess
b) Review before signing
- For services where we prepare documents on your behalf (e.g., Form 5472, 1120, dissolution filings), we will send you the completed documents for review
- You must review the documents and confirm they are correct before signing
- Once you sign, you are confirming that the information in the documents is accurate to the best of your knowledge
c) Respond promptly
- Many filings have legal deadlines (e.g., April 15 for Form 5472+1120). We cannot meet deadlines if you do not provide requested information or respond to our communications in a timely manner
- If we request information and do not hear from you within 14 days, we may pause your service and are not liable for any missed deadlines resulting from the delay
d) Keep us informed of changes
If your personal details, LLC details, ownership, or financial situation changes after you submit information but before filing, you must notify us immediately.
e) Do not submit fraudulent or falsified information
If you submit falsified, forged, or fraudulent information, including fake identity documents, financial records, or official correspondence, this is a material breach (a serious violation) of these Terms. In that event:
- We bear no liability for any consequences arising from the fraudulent information
- No refund is due for work already performed
- We may terminate the engagement immediately under §19
- We may report the matter to relevant authorities where we are legally required to do so
5. Pricing and Payment
a) Prices
- All prices are listed on our website in US Dollars (USD) and include our full service fee
- Government filing fees, state fees, or third-party fees (e.g., registered agent annual renewals) are listed separately where applicable
- We may change our prices, but the price you see when you buy is the price you pay
b) Payment
- We collect payment when you purchase, via our payment processor (Stripe)
- We accept major credit and debit cards
- Stripe processes your payment securely. We do not store your card details
- We may also accept bank transfer via Payoneer for certain services. If bank transfer is available for your service, this will be clearly stated at the time of purchase
c) VAT / Sales Tax
- For clients outside the UK: our services are subject to the reverse charge mechanism (a VAT rule where non-UK customers account for VAT in their own country). No UK VAT is added to your invoice. You may be responsible for accounting for VAT or equivalent tax in your own country. Your invoice will state: "Services subject to reverse charge. VAT to be accounted for by the recipient."
- For UK-based clients: UK VAT will be applied if we are VAT-registered at the time of your purchase
6. Refunds and Cancellations
a) Before we begin work
If you request a cancellation before we have started preparing your documents or submitted any filing, we will refund your full payment minus payment processing fees that cannot be returned (such as Stripe's transaction fee) and any government filing fees already paid on your behalf.
Payment processor fees (e.g., Stripe) are not recoverable once a transaction is processed and cannot be returned as part of any refund.
b) After we begin work
- Once document preparation has begun or a filing has been submitted, we cannot offer a full refund
- If we have prepared documents but not yet filed, we will provide you with the prepared documents and refund 50% of our service fee (see §6e for Annual Maintenance adjustments; see §6f for EIN-specific terms)
- If a filing has been submitted to a government authority, no refund is available for that filing
c) Errors on our part
- If we make an error in preparing or filing your documents (based on correct information you provided), we will correct the error at no additional cost
- If our error results in a penalty or financial loss to you, see Section 7 (Liability)
d) Errors due to incorrect client information
- If a filing is incorrect because you provided wrong or incomplete information, correction work will be charged at our standard rates
- We are not liable for penalties arising from incorrect information you provided
e) Annual Maintenance: Non-Recoverable State Costs
The Annual Maintenance service includes fees paid directly to state government authorities and registered agent providers on your behalf. These are real costs incurred as soon as we begin your filing and cannot be recovered once paid.
For any cancellation or refund request relating to Annual Maintenance:
- We first identify all third-party costs already paid on your behalf: this includes state filing fees (such as annual report fees or franchise taxes) and registered agent fees charged by external providers
- Those costs are deducted from your original payment to establish your refundable balance
- The standard refund percentage from §6b is then applied to that balance
These third-party costs vary by state. Most states fall between $50 and $150 in combined fees; some states charge significantly more. We will provide you with a written breakdown of costs already incurred before finalising any refund, so you know exactly what you are receiving and why.
Payment processor fees (Stripe, Payoneer, or similar) remain separately non-refundable as stated in §6a.
f) EIN Acquisition: When the Service is Fulfilled
EIN Acquisition has two distinct phases:
- Our phase: we gather your information, prepare your EIN application, and submit it to the IRS (via fax or mail, as the IRS requires for non-resident applicants)
- The IRS phase: the IRS reviews your application and issues your EIN Assignment Letter
Our service obligation is fulfilled once your application is submitted to the IRS. At that point, we have completed everything within our control. The IRS phase, including how long it takes, is a government process that we cannot influence, accelerate, or predict with certainty.
Refund terms for EIN Acquisition:
| Stage | Refund Available |
|---|---|
| Before we submit to the IRS | Partial refund under §6b |
| After we submit to the IRS | 25% of our service fee, minus payment processor fees |
| After the IRS issues your EIN | No refund available |
A 25% refund after submission is available because we recognise that IRS processing times can be unpredictable. This is not a reflection of a service failure; it is an acknowledgement that you may be waiting longer than expected through no fault of either party.
Typical IRS processing times: IRS processing for EIN applications typically takes 2–3 weeks. During peak periods (January–April), processing may extend beyond typical timeframes. We cannot guarantee processing speed and do not control the IRS queue.
What we commit to:
- We will submit your EIN application within 5 business days of receiving your complete information
- We will provide you with proof of submission (fax confirmation or proof of mailing) so you have a record of the submission date
- If your EIN has not been issued within 6 weeks of submission, we will contact the IRS on your behalf to follow up and will keep you informed of any response we receive
g) Discretionary goodwill refunds
In exceptional circumstances, we may choose to offer a partial refund that goes beyond what this policy requires; for example, as a gesture of goodwill toward a long-standing client, or in a situation we consider genuinely unusual. Any such refund is offered entirely at our discretion and does not represent a change to this policy, a waiver of our rights, or an admission of any kind.
Offering a goodwill refund in one case does not create any right, expectation, or precedent: for the client who received it, for any other client, or for any future situation. We reserve the right to decline any request for a goodwill refund without providing a reason.
Nothing in this section reduces, limits, or replaces any statutory rights you may have under the EU Consumer Rights Directive 2011/83/EU, the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, or equivalent consumer protection law in your jurisdiction. Those rights apply independently of this policy.
h) EU/UK 14-Day Cooling-Off Right
If you are based in the European Union or United Kingdom, you have the right to cancel this contract within 14 calendar days of the date your booking is confirmed, without penalty and without giving a reason. To exercise this right, contact us at info@usllcfilings.com with the subject line "CANCELLATION REQUEST", including your name and reference number.
Waiver of cooling-off right (Expedited Service Commencement): You may request that we begin your service immediately, before the 14-day period expires. If you do so, you will be asked to provide prior express written consent in the booking form confirming that:
- You request immediate commencement of the service
- You acknowledge that once work begins, your 14-day right of withdrawal is lost
- You accept the refund terms in §6b and, where applicable, §6f, for work already completed
This mechanism is provided under Article 16 of the EU Consumer Rights Directive 2011/83/EU and Schedule 2 of the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. If you do not provide this consent, we will not begin work until the 14-day period has elapsed.
Cancellation during the 14-day period (without prior consent to commence): full refund of our service fee, minus non-recoverable payment processor fees.
7. Liability
a) What we are liable for
We take responsibility for the professional quality of our work. If we prepare or file a document incorrectly based on correct information you provided, we will:
- Correct the error at no cost
- Take reasonable steps to mitigate any consequences (e.g., filing an amendment, contacting the relevant authority)
- Compensate you for direct financial losses (such as penalties imposed by the IRS or a state authority) that are directly and solely caused by our error, up to the cap in paragraph (c) below
b) What we are NOT liable for
- Penalties, losses, or adverse outcomes arising from incorrect, incomplete, or late information provided by you
- Delays caused by government authorities (IRS processing times, state filing backlogs, postal delays)
- Delays caused by your failure to respond to our requests for information or signatures
- Changes in law, regulation, or government policy after we have filed on your behalf
- Any indirect, consequential, or incidental losses (including lost business, lost profits, or reputational damage)
- Tax outcomes: we do not guarantee any particular tax result or liability position
c) Liability cap
- For any single service, our total liability is capped at five times (5x) the fee you paid, or USD $10,000, whichever is greater
- This cap applies to all claims in aggregate, not per claim
- For example: for a $299 service, 5x = $1,495; so the $10,000 minimum applies. For a higher-value bundle where 5x exceeds $10,000, the 5x amount applies
- The above limitation shall not apply to claims arising from gross negligence, willful misconduct, or fraud
d) Services delivered by Service Partners
- Where a service is delivered through a licensed Service Partner, we remain your contractual counterparty and are responsible to you under these Terms
- We maintain agreements with our Service Partners that require them to carry professional liability for their work
- The liability cap in paragraph (c) still applies
8. Timelines and Deadlines
a) Our commitments
- We aim to complete services within the timelines stated on our website or in your confirmation email
- For time-sensitive filings (e.g., Form 5472+1120 due April 15), we will communicate clearly if there is any risk of missing the deadline
b) Your responsibilities
- Filing deadlines are set by government authorities, not by us. We can only meet deadlines if you provide all requested information in time
- We recommend engaging our services at least 4–6 weeks before any filing deadline to allow adequate time for preparation, review, and filing
- If you engage us with insufficient time before a deadline, we will tell you honestly whether the deadline can be met. We will not accept a service engagement where we believe the deadline cannot be met
c) Government processing times
- Some services depend on government processing (e.g., EIN issuance, ITIN processing, state formation). We do not control and cannot guarantee government timelines
- Estimated processing times on our website are based on typical experience and are not guarantees
- For EIN Acquisition specifically, see §6f for refund terms and our follow-up commitment if processing takes longer than expected.
9. Communication
- Our primary communication channel is email
- We will respond to client enquiries within 1–2 business days
- All formal notices (cancellations, complaints, data requests) should be sent to: info@usllcfilings.com
- We may also communicate via WhatsApp for routine updates, but email is the channel of record
10. Your Data and Privacy
We take the security of your personal data seriously. By using our services, you consent to our collection and processing of your data as described in our Privacy Policy.
Key points:
- We collect personal data (names, passport details, addresses, tax IDs, financial information) solely to provide the services you have purchased
- Your data may be shared with licensed Service Partners and government authorities as necessary to complete your filings
- We store your data securely using encryption and access controls
- We comply with the UK GDPR and EU GDPR. You have the right to access, correct, or request deletion of your personal data at any time by contacting us at info@usllcfilings.com
- Full details on data handling, retention, third-party sharing, and your rights are in our Privacy Policy
11. Intellectual Property
- All documents we prepare for you (forms, filings, operating agreements) are delivered to you for your use
- Our website content, branding, templates, and automation systems remain our property
- You may not resell, redistribute, or white-label our services without our written consent
12. Complaints
If you are unhappy with any aspect of our service:
- Contact us at info@usllcfilings.com with details of your concern
- We will acknowledge your complaint within 2 business days
- We aim to resolve complaints within 14 business days
- If we cannot resolve the matter to your satisfaction, you may seek independent resolution through the channels described in Section 20
13. Changes to These Terms
- We may update these Terms from time to time
- Material changes will be communicated to active clients by email
- The version in effect at the time you purchase a service governs that service engagement
- The current version is always available on our website
14. Force Majeure
Our services depend heavily on third-party government systems (including the IRS, FinCEN, US Postal Service, and fax carriers), which we do not control.
Neither party shall be in breach of these Terms, nor liable for any failure or delay in performance of its obligations, to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control. Such circumstances include, but are not limited to:
- IRS or FinCEN system outages, processing delays, or changes in government policy or regulation
- Postal or fax carrier failures or disruptions
- Government shutdowns or regulatory moratoria affecting the relevant filing authorities
- Pandemics, natural disasters, fires, floods, acts of God, or extreme weather events
- War, terrorism, civil unrest, or acts of any governmental or regulatory authority
Notice: The affected party shall notify the other in writing as soon as reasonably practicable after a force majeure event begins, describing its nature and expected duration. The affected party shall take reasonable steps to mitigate its impact and resume performance as soon as possible.
Prolonged force majeure: If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected service engagement by written notice to the other. In that case, fees paid for work not yet completed will be refunded on a pro-rata basis.
15. Severability
If any provision of these Terms is held to be invalid, void, or unenforceable by a court of competent jurisdiction, that provision shall be severed from these Terms. The remaining provisions shall continue in full force and effect as if the severed provision had not been included.
16. Entire Agreement
These Terms and your service confirmation email from us form the complete agreement between you and Chromaray LLC for the services you purchased. They supersede all prior negotiations, representations, proposals, understandings, and agreements, whether spoken or written, about those services.
17. Waiver
No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver of any breach of these Terms on one occasion does not constitute a waiver of any subsequent breach of the same or any other provision.
18. Assignment
You: You may not assign, transfer, or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent.
Us: Chromaray LLC may transfer its rights and obligations under these Terms to a new entity in a merger, acquisition, or sale of all or substantially all of its assets, provided that we give you at least 30 days' prior written notice. Following any such assignment, the successor entity assumes all of Chromaray LLC's rights and obligations under these Terms.
19. Termination for Cause
Either party may terminate a service engagement immediately by giving written notice to the other if that other party:
(a) provides materially false, fraudulent, or deliberately misleading information in connection with the services;
(b) engages in threatening, abusive, or harassing conduct toward the other party or its personnel; or
(c) commits a material breach of these Terms and fails to remedy that breach within 7 days of receiving written notice requiring it to do so.
Consequences of termination:
- If we terminate due to your breach: no refund is due for work already completed or in progress, and any outstanding fees remain payable.
- If you terminate due to our material breach: you are entitled to a pro-rata refund for work not yet completed.
- Sections 7 (Liability), 11 (Intellectual Property), and 16 (Entire Agreement) survive termination, together with any other provisions which by their nature continue after termination.
20. Governing Law and Disputes
- These Terms are governed by the laws of New Mexico, USA
- Any dispute arising from these Terms or our services will be resolved first by negotiation, then by mediation, and if necessary by the courts of New Mexico, USA
Nothing in this Agreement excludes or limits any mandatory consumer protection rights that apply under the laws of your country of residence, including but not limited to the Consumer Rights Act 2015 (UK) and the EU Consumer Rights Directive 2011/83/EU. Where such rights apply, they take precedence over conflicting terms in this Agreement.
21. Contact
Chromaray LLC (DBA "US LLC Filings")
530-B Harkle Road, Suite 100, Santa Fe, NM 87505
info@usllcfilings.com
usllcfilings.com