1.Who we are
"Groundwork," "we," "us," and "our" mean [legal entity name], operating the Groundwork website and services. "You" means the person placing an order, and, if you are ordering for a company, that company as well. By placing an order or using this site, you agree to these terms.
You must be at least 18 years old and legally able to enter a contract. If you are ordering on behalf of a company or another person, you confirm you have the authority to do so.
2.What we do
Depending on what you order, we may:
- Check whether your desired business name appears available in your state's records
- Prepare your formation documents (Articles of Organization, Certificate of Formation, or your state's equivalent) from the information you give us
- Submit those documents to your state's filing office and pay the state fee on your behalf
- Apply for an Employer Identification Number (EIN) from the IRS on your behalf
- Prepare an operating agreement and other business document templates
- Act as your registered agent, where you have purchased that service
- Track compliance deadlines and prepare annual report filings, where you have purchased that service
We act at your direction, as your agent for the limited purpose of preparing and filing the documents you order. We do not decide what is best for your business, and we do not review your choices for legal or tax consequences.
3.What you agree to
- Give us accurate information. We file exactly what you provide. If the information you give us is wrong, incomplete, or out of date, the filing may be rejected or may be accepted with errors, and correcting it may cost additional state fees.
- Use our services lawfully. You will not use Groundwork to form an entity for fraud, money laundering, or any unlawful purpose, or to impersonate someone else.
- Respond when we ask. Some states require additional information or signatures. If we can't reach you, your filing may be delayed or closed.
- Handle your own obligations. Licenses, permits, taxes, employment law, and ongoing compliance are your responsibility unless you have specifically purchased a service from us that covers them.
4.Fees and payment
Our service fees and any state filing fees are shown to you before you place your order. State filing fees are set by your state, are collected by us only to pass through to the state, and are not our revenue.
Payment is processed by our payment processor. We do not receive or store your full card number. You authorize us to charge the payment method you provide for the order you place and for any renewals you have agreed to.
State fees change from time to time. If your state's fee increases between your order and your filing, we will contact you before proceeding. Prices for our own services may change, but a change never affects an order you have already paid for.
5.Renewals and cancellation
Some services renew every year so your business stays covered without a gap. Where a service renews, the renewal price and timing are shown to you at checkout. Currently these include registered agent service ($199/year), worry-free compliance ($199/year), and the Pro and Premium packages ($199 and $399/year respectively).
- Renewals are charged annually to your payment method on file, on or around the anniversary of your purchase.
- We will send you a reminder by email before a renewal is charged.
- You can cancel any renewing service at any time by contacting us before the renewal date. Cancelling stops future charges.
- Cancelling registered agent service does not remove us from your state record. You must appoint a new registered agent with your state, and we will keep serving as your agent until you do or until the paid term ends, whichever comes first.
6.Our accuracy guarantee
We advertise a 100% accuracy guarantee, and here is exactly what it means: if your filing is rejected or contains an error because of a mistake we made in preparing or submitting your documents, we will correct it and file it again, and we will pay any state re-filing fee that our mistake caused.
The guarantee does not cover rejections or errors caused by information you gave us, by your choices (such as an unavailable business name), or by a state's discretionary decision. This guarantee is your exclusive remedy for a preparation or filing error.
7.What we can't promise
- Name availability. A name that looks available when we check it can still be rejected. States apply their own judgment, and another filing may land before yours. We also do not perform trademark searches, and an available business name does not give you trademark rights.
- Processing times. Times shown on our site (for example 7–10 business days for standard processing, or 1 business day for rush) describe how quickly we prepare and submit your documents and the typical ranges states report. The state controls approval, and its timing is outside our control.
- Approval. Filing is not approval. States can reject a filing for reasons neither of us can predict.
- Outcomes. We do not promise that forming an LLC will produce any particular legal, tax, or financial result for you.
8.Registered agent service
Where you purchase registered agent service, we agree to accept service of process and official state mail on your behalf at our address in your filing state during normal business hours, and to deliver what we receive to you digitally, the same business day where reasonably possible.
You agree to keep a current email address on file with us. We are not responsible for a missed deadline caused by an email address that is out of date, an inbox that rejects our messages, or your own failure to act on a document we delivered to you.
9.Your information becomes public
Business formation is a public filing. The information in your formation documents — which can include your business name, address, and the names of members, managers, or organizers — becomes part of your state's public record and is typically searchable online by anyone. This is a function of state law, not a choice we make, and it cannot be undone after filing. Our Privacy Policy explains this in more detail.
10.Limitation of liability
To the fullest extent permitted by law, Groundwork is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost business, or lost data, arising from your use of our services.
To the fullest extent permitted by law, our total liability for any claim relating to our services is limited to the amount you paid us for the specific service giving rise to the claim, not including state filing fees we passed through to your state.
Our services are provided "as is." Some states do not allow certain limitations, so parts of this section may not apply to you.
11.Indemnification
You agree to indemnify and hold Groundwork harmless from claims, losses, and reasonable legal costs arising from information you gave us, your use of our services, your violation of these terms, or your violation of any law or the rights of another person.
12.Ending your service
You may stop using Groundwork at any time; see section 5 for cancelling renewing services and our Refund Policy for what is refundable.
We may decline or discontinue service — and refund fees for work not yet performed — if you ask us to do something unlawful or beyond what we offer, if we cannot verify the information you provide, if payment fails, or if you are abusive toward our staff.
13.Changes to these terms
We may update these terms as our services or the law change. The "last updated" date at the top always reflects the current version. Material changes will be posted here before they take effect, and continuing to use Groundwork after that means you accept the updated terms. The terms in effect when you placed an order govern that order.
14.Governing law and disputes
These terms are governed by the laws of the State of [governing state], without regard to its conflict of law rules. Any dispute will be brought in the state or federal courts located in [county, state], and both you and Groundwork consent to that jurisdiction.
Before filing anything, please contact us — nearly everything is faster to fix directly.
15.How to reach us
Email: [support email]
Mailing address: [business mailing address]