This Corporate Entity Purchase Agreement (“Agreement”) is a binding contract between Incorp Ease LLC (“Seller”) and you, the purchaser (“Buyer”). It governs the sale and transfer of a pre-established corporate entity (the “Corporate Entity”) from Seller to Buyer. By signing this Agreement, both parties acknowledge and accept the terms herein.

Important: This Agreement becomes effective on the date the Buyer signs (electronically or in writing) and supersedes any prior discussions or terms of use related to the purchase. If this Agreement is being presented online, ticking an “I Agree” box or similar action indicating acceptance is equivalent to a signature.

1. Parties & Corporate Entity Details

• Seller: Incorp Ease LLC, located at 15911 E Beaver Brook Lane, Parker, CO 80134 . Email: Support@IncorpEase.com. Seller is in the business of providing business support services and selling pre-registered (aged) corporate entities.
• Buyer: [Your Name or Company Name], with contact details as provided in the purchase form (including email and phone number). Buyer is an entrepreneur, investor, or business entity acquiring the Corporate Entity for legitimate business purposes.
• Corporate Entity Being Purchased: Seller agrees to transfer and Buyer agrees to purchase the following Corporate Entity:
  • Entity Name: [Current Name of Entity]
  • State of Incorporation/Formation: [State]
  • Entity Type: [Corporation or LLC]
  • Date of Formation: [Original formation date]
  • Entity Age: Approximately [X] years old as of the Effective Date.
  • Status: Active and in Good Standing with all required state filings up to date at the time of sale.
  • Additional Features (if any): e.g., EIN obtained (Yes/No); any relevant attributes included in sale (like maybe a bank account – though usually not; assume none unless stated).

These details will be confirmed in a Transaction Schedule or Invoice attached to or provided with this Agreement. The schedule will also list the purchase price and any included services.

2. Nature of Transaction

2.1. Business-to-Business Sale:

Both parties acknowledge that this sale is a business transaction, not a consumer good sale. Buyer is acquiring the Corporate Entity for business or investment purposes only, not personal or household use. Buyer asserts they have experience or advisors in business matters and are not relying on Seller as a financial advisor, lawyer, or credit consultant.

2.2. Transfer of Ownership:

Seller will transfer 100% ownership of the Corporate Entity to Buyer. For a Corporation, that means Seller will transfer to Buyer all issued shares (stock) of the corporation (making Buyer the sole shareholder, unless otherwise specified). For an LLC, Seller will assign to Buyer the full membership interest (making Buyer the sole member/owner of the LLC). After the transfer, Buyer will hold full interest in the entity.

2.3. No Physical Assets or Operations:

Buyer understands they are purchasing a shell entity. The Corporate Entity typically has:

• No physical assets, inventory, or operations.
• No existing contracts or liabilities (to the best of Seller’s knowledge, and Seller has not intentionally put any into the company).
• No employees or payroll.
• No financial accounts (unless explicitly stated otherwise).

It is essentially a clean company that has been formed and maintained, but not used.

2.4. Documentation:

Seller will provide Buyer with necessary documents evidencing the transfer and the company’s status, which may include:

• Articles of Incorporation/Organization (and any Certificates of Good Standing).
• Stock certificates or membership transfer documents, showing Buyer as new owner.
• A signed resolution or statement from Seller (as the outgoing owner) affirming the sale and that the entity has no outstanding debts or undisclosed issues to Seller’s knowledge.
• Any available EIN confirmation letter (if the company had an EIN) or instructions to obtain one.
• Past state filing receipts or reports (to show history of good standing).
• A copy of this signed Agreement for your records.

3. Purchase Price and Payment

3.1. Purchase Price:

The total price for the Corporate Entity (the “Purchase Price”) is $[Price]. This amount may include a combination of the entity’s value plus any additional services (e.g., name change filing, expedited handling) as itemized in the invoice. The Purchase Price is agreed upon before signing and is listed in the invoice or checkout summary.

3.2. Payment Terms:

Buyer agrees to pay the full Purchase Price to Seller as per the agreed payment method (credit card, wire, etc.). Payment must clear before the transfer of the Corporate Entity is executed. If paying by credit card or electronic means via our website, Buyer acknowledges authorization of that charge.

3.3. No Escrow unless Arranged:

By default, this is a direct sale. If Buyer requests and both parties agree to use an escrow service for the transaction, that can be arranged at Buyer’s expense, but it is not standard. In absence of escrow, Buyer trusts Seller to deliver as promised, and Seller trusts Buyer’s payment.

3.4. Taxes and Fees:

Any sales taxes, transfer taxes, or similar governmental fees (if applicable to this kind of transaction) are the responsibility of Buyer. Generally, most states do not tax the sale of a business entity itself (it’s not tangible personal property), but if any jurisdiction imposes a tax, Buyer will cover it. The Purchase Price stated is typically exclusive of such taxes unless noted.

4. Representations and Warranties

4.1. Seller’s Representations:

Seller represents that:

• The Corporate Entity is currently active and in good standing in its state of formation. “Good standing” means all required reports have been filed and fees paid to date.
• Seller has the full right and authority to transfer the entity to Buyer. (It’s owned by Seller free of liens or claims.)
• As of the transfer date, to Seller’s knowledge, the Corporate Entity has no debts, liabilities, or obligations other than possibly minimal bank fees or state fees which will be disclosed if they exist. (For example, if there is an open bank account with $0 balance and a monthly fee due, Seller will either close it or tell Buyer.)
• The entity has not been used for any fraudulent or illegal purpose by Seller. Essentially, it has a “clean history.”
• Seller has not entered into any contracts or agreements on behalf of the entity that remain in effect (or if any, those will be disclosed and addressed prior to sale).

Seller makes no further warranty, express or implied, about the entity. In particular, no warranty of fitness for a particular purpose – Seller isn’t guaranteeing that the entity will achieve Buyer’s goals.

4.2. Buyer’s Representations:

Buyer represents that:

• Buyer is acquiring the entity for a legitimate business purpose and not for any unlawful or unethical use.
• Buyer has the necessary knowledge or has sought advice to understand what they are buying, including the basics of taking over a corporation/LLC and maintaining it. (While Seller will assist with paperwork, Buyer acknowledges they should know or learn requirements like having a registered agent, filing annual reports, etc.)
• Buyer is not relying on any representation or statement by Seller that isn’t in this Agreement or the official materials. If the Seller’s sales team or website said something important to Buyer, it should be written here. If it’s not, Buyer should assume it’s not promised. (This is to ensure everything promised is documented.)
• Buyer has the authority to enter this Agreement (if Buyer is a company, the person signing has authority).

5. Post-Transfer Obligations

5.1. Immediate Actions:

Upon transfer, Buyer should promptly:

• Update the registered agent information if required. (Seller will either have included a period of registered agent service or not; if not, Buyer must arrange their own and update the state records accordingly. Seller will provide guidance on this if needed.)
• Update the principal office address and mailing address for the entity in state records, if those need to change. (Often done via an amendment or annual report.)
• Apply for an EIN if one wasn’t provided and Buyer needs one (Seller can assist if arranged).
• If Buyer is in a different state than the entity’s formation, Buyer may need to file for a Foreign Qualification (register the company to do business in Buyer’s home state). This is Buyer’s responsibility unless separately contracted with Seller.

5.2. Ongoing Compliance:

After the sale, all responsibilities of ownership shift to Buyer. This means Buyer is responsible for:

• Filing any upcoming annual reports or franchise tax payments to maintain good standing. Seller will inform Buyer of the schedule (e.g., “next annual report due by April 15, 2025”).
• Any legal, tax, or operational compliance the entity must follow from the transfer date onward.
• If Buyer fails to maintain the entity and it lapses (administrative dissolution for non-filing, etc.), that’s on Buyer. Of course, Incorp Ease offers services to help prevent that (annual report filings, etc.), but unless you engage us for that, we won’t be doing it post-sale.

5.3. Non-Compete / Unique Name:

Seller will not use the name of the entity after transfer (and will not form a new company with an identical name in the same state). Buyer effectively gets that company’s unique identity. However, if Buyer chooses to change the name of the entity after purchase (common if you want your own branding), the original name might become available to others unless you keep it reserved.

6. No Refund; Final Sale

As reiterated from our Refund Policy: This purchase is final and non-cancellable. Once this Agreement is signed and the transfer executed:

• Buyer has no right to reverse the transaction simply because they changed their mind or didn’t achieve some result.
• No refund will be given except if explicitly provided for by this Agreement or required by law. (E.g., a proven material breach by Seller might entitle remedy, but that would likely be resolved by arbitration per the dispute policy.)

Buyer cannot return the entity. If Buyer no longer wants it, they would need to dispose of it themselves (by selling to someone else or dissolving it as per state law).

7. Limitation of Liability

Seller’s liability in connection with this purchase is limited. If Buyer ever makes a claim against Seller (including through dispute resolution means) and Seller is found liable, the maximum damages Seller would pay is limited to the Purchase Price Buyer paid. Seller is not responsible for any indirect or consequential losses (like lost profits, lost opportunities, or damages claimed from the use or performance of the entity post-sale).

Additionally, any remedy for a proven issue (like if the Seller breached a warranty about the company being clean) would likely be, at Seller’s choice, either:

• Seller fixing the issue (if fixable, like paying an unpaid fee that was Seller’s responsibility), or
• Accepting a return of the entity and refunding the purchase (if it came to that, though that is a last resort and contrary to the usual no-refund term, this would only happen in a scenario of significant Seller fault).

But Seller will not, for example, pay you for business losses or time lost.

8. Dispute Resolution

Any disputes arising under this Agreement shall be resolved as described in our Dispute Resolution Policy (incorporated by reference). In summary:

• Try to work it out with us first (internal mediation).
• If unresolved, go to binding arbitration (and not court, except small claims or urgent injunctive relief as noted).
• Arbitration will be individual, not class action.
• The arbitrator can enforce this Agreement and award appropriate relief under its terms.

This clause is important: by signing this Agreement, you confirm you agree to arbitrate disputes (as you did when agreeing to Terms of Use). This paragraph is just making sure it’s crystal clear within this contract too.

9. Miscellaneous Provisions

9.1. Entire Agreement:

This Agreement (including any attached schedules or incorporated policies like the Dispute Resolution Policy and Refund Policy) constitutes the entire agreement between Buyer and Seller regarding this purchase. It supersedes any prior or contemporaneous communications (emails, calls, brochures). Buyer confirms they are not relying on any promise or representation not contained in this written Agreement.

9.2. Amendments:

Any changes to this Agreement must be in writing and signed by both parties (which could include an email acknowledgment by both, or a digitally signed addendum). No oral modifications will be valid.

9.3. Assignment:

Buyer cannot assign this Agreement to someone else prior to closing the sale without Seller’s written consent. (After the sale, Buyer obviously owns the entity and can do what they want with it, including sell it to someone else – but this Agreement’s protections and terms would still apply to the original transaction.) Seller may assign its rights to another provider if, for instance, Incorp Ease reorganizes, but such an assignment would not affect the Buyer’s rights or increase Buyer’s obligations.

9.4. Governing Law:

This Agreement is governed by the laws of the State of [Seller’s State, e.g., Delaware or Colorado if that’s where Incorp Ease is based], without regard to its conflict of laws principles. However, the law of the state of the entity’s incorporation will govern issues specific to corporate governance of that entity (e.g., how shares are transferred is per the entity’s state law, but that usually doesn’t conflict with anything here).

9.5. Notices:

Any notices under this Agreement should be sent via email to the addresses provided (for Seller: Support@IncorpEase.com; for Buyer: the email provided in the purchase info) and also optionally via certified mail to the physical addresses on record. Email notice is sufficient if no bounce-back – it’s agreed as the primary notice method.

9.6. Signatures & Counterparts:

This Agreement may be executed in counterparts (maybe you sign a PDF and email it, we sign another). Together, all the signed copies form one Agreement. Electronic signatures and online acceptances are treated as valid.

9.7. Headings:

Section headings in this Agreement are for convenience only and do not affect the interpretation of the clauses.

9.8. Severability:

If any part of this Agreement is found unenforceable, the rest remains in effect. For instance, if a court/arbitrator said the no-refund clause is not enforceable in a particular scenario, that doesn’t void the whole Agreement, just that piece (and maybe they’d apply a statutory rule instead).

Acknowledgment: Buyer acknowledges that they have read and understood this Agreement, and that they are signing it freely and voluntarily, intending to be legally bound.

Buyer: Buyer Name

Signature: _________________________   Date: ___________

Seller: Incorp Ease LLC

Signature: _________________________   Date: ___________

Name/Title: [Authorized Representative]