Company Participant and Corporate Action Acknowledgment

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Last Modified Date: December 22, 2025

1. CorpNet Is Not a Law Firm.

I understand that CorpNet, Incorporated is a document filing service and IS NOT A LAW FIRM. CorpNet cannot and does not provide legal advice. No attorney-client relationship exists or is created between me and CorpNet, its officers, employees, or agents. Nothing in my use of the CorpNet portal, my modification of company records, my order of internal company documents, or my submission of government filings constitutes legal advice or a substitute for legal advice.

I am strongly urged to consult with a licensed attorney before taking any action that may affect the legal rights, duties, obligations, or liabilities of any party—including but not limited to changes in company ownership, membership, management, governance, or structure.

2. Understanding the Distinction Between System Records, Internal Documents, and Government Filings.

I understand that actions taken within the CorpNet platform may fall into one or more of the following categories, each with different legal implications:

(a) System Records. Modifications to Company Participant information within the CorpNet portal (including adding, editing, deleting, activating, or deactivating participants) affect CorpNet’s internal records only. These modifications are intended to track corporate compliance information, generate alerts regarding potential compliance requirements and deadlines, and set default values for future service orders. Modifications to system records have no legal effect whatsoever on any individual’s or entity’s ownership interest, title, position, membership, shareholding, or other legal status, and do not alter, create, terminate, or transfer any legal rights, duties, or obligations.

(b) Internal Company Documents. Orders for internal company documents—such as amendments to operating agreements, corporate resolutions, bylaws, membership or stock certificates, consents, or similar documents—may have significant legal consequences upon proper execution. The legal effectiveness of such documents depends on compliance with the company’s governing documents and applicable law, which may require proper signatures, notices, approvals, consents, or other procedural requirements. I am solely responsible for ensuring that any internal documents are properly authorized, accurately reflect my intentions, and are appropriately executed.

(c) Government Filings. Orders for government filings—such as annual reports, statements of information, amendments to articles of organization or incorporation, foreign qualifications, or other state or federal filings—will have legal effect upon acceptance by the applicable government agency and will become part of the public record. I am solely responsible for ensuring that all information submitted in government filings is accurate, complete, and consistent with the company’s internal records and governing documents.

3. Consistency Between Records, Documents, and Filings.

I understand that maintaining consistency among system records, internal company documents, and government filings is critical to avoiding disputes, confusion, and potential litigation regarding company ownership, governance, and legal rights. For example:

  • Changes to company participants documented in an internal company document (such as an operating agreement amendment) should be accurately reflected in subsequent government filings (such as annual reports).
  • Government filings should accurately reflect changes that have been properly authorized and documented through internal company actions.
  • Modifications to CorpNet system records do not automatically update internal company documents or government filings, and vice versa.

I am solely responsible for ensuring that my company’s internal records, governing documents, and government filings are accurate and consistent with one another. Failure to maintain such consistency may result in disputes among company participants, challenges to corporate actions, administrative penalties, loss of good standing, or other adverse consequences.

4. Legal Changes Require Appropriate Legal Action.

I understand that effectuating an actual change in company participants—including but not limited to the addition, removal, or modification of members, shareholders, directors, officers, managers, or ownership percentages—may require one or more of the following, depending on the entity type and jurisdiction:

  • Amendments to governing documents (such as operating agreements, bylaws, or shareholder agreements)
  • Corporate resolutions or written consents
  • Stock or membership interest transfer documentation
  • Buyout, redemption, or purchase agreements
  • Government filings reflecting the change
  • Compliance with notice, approval, or voting requirements under governing documents or applicable law

Modifying records in the CorpNet portal, ordering internal documents, or submitting government filings does not, by itself, accomplish all steps that may be legally required to effectuate a change. I am strongly urged to consult with a licensed attorney to determine what actions are necessary and appropriate for my specific situation.

5. Accuracy of Information.

I represent and warrant that all information I have provided or will provide in connection with modifying company records, ordering documents, or submitting filings is accurate and complete to the best of my knowledge. I understand that:

  • CorpNet prepares documents and filings based on the information I provide.
  • Inaccurate or incomplete information may result in documents or filings that are legally defective, unenforceable, inconsistent with other records, or that fail to accomplish my intended objectives.
  • Submitting false or misleading information to a government agency may constitute a violation of law and may result in civil or criminal penalties.

I accept sole responsibility for the accuracy of all information I provide and for any consequences arising from inaccurate or incomplete information.

6. Authority to Act.

I represent and warrant that I have proper legal authorization to take the actions described herein on behalf of the company, including authorization under the company’s governing documents and applicable law. I understand that acting without proper authority may expose me to personal liability and may render any actions taken void or voidable.

7. No Tax or Financial Advice.

I acknowledge that CorpNet does not provide tax, accounting, or financial advice. Changes to company ownership, structure, or governance may have significant tax consequences. I am strongly urged to consult with a qualified tax professional or accountant before making any such changes.

8. Incorporation of Terms and Conditions.

I acknowledge that my use of the CorpNet portal and services is governed by CorpNet’s Terms and Conditions, including but not limited to the provisions regarding Disclaimer of Warranties (Section 10), Limitation of Liability (Section 11), and Indemnification (Section 15). I have had the opportunity to review the Terms and Conditions and I agree to be bound by them.

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