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  • Letter of Engagement - Exempt Organization Form 990

    Forza CPA, PLLC (“firm,” “we,” “us,” or “our”) is pleased to provide tax return preparation services to you, as described in Your Service Schedule.  Please read this Letter of Engagement, the attached Terms and Conditions Addendum, and any other attachments incorporated herein (collectively, “Agreement”). This Agreement details the nature and limitations of the services we will provide, the terms of our engagement, and each party’s responsibilities. We strive to make our tax return process as straightforward and convenient as possible for you. Our goal is to minimize any hassle on your end while also making things as efficient as possible on our end. This allows us to deliver your returns expediently, while also bringing a high level of technical expertise and personal service.  What Is the Scope of This Engagement?  This engagement is limited to the professional services outlined in Your Tax Service Schedule. The objective of our services is to assist you with the calculation of your tax due and provide you with forms and schedules we believe are suitable for you to file with the Internal Revenue Service (“IRS”) and applicable state and local tax authorities and sufficient to comply with your tax filing obligations.  We will prepare the tax returns referenced in Your Service Schedule solely to assist you with your tax filing obligations with the IRS and applicable state and local tax authorities.  We will not prepare any tax returns other than those identified in Your Service Schedule, without your written request, and our written consent to do so.  Our engagement does not include any procedures designed to detect errors, fraud, theft, or other wrongdoing. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations. Our services are not intended to benefit or influence any third party, including any entity or investment which may seek to evaluate your creditworthiness or financial strength. You agree to indemnify and hold us harmless from any and all claims arising from the use of the tax returns for any purpose other than complying with your tax filing obligations, regardless of the nature of the claim, excepting claims arising from our gross negligence or intentional wrongful acts. You may request that we perform additional services not contemplated in this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that we amend the Agreement or issue a separate agreement to reflect the obligations of all parties. In the absence of any other written communications from us documenting additional services, our services will be limited to and governed by the terms of this Agreement. You have the final responsibility for the filing and content of your tax return(s).  Are These Services Included In This Engagement? Preparation of U.S. Federal and State Returns Yes. With this letter, you are engaging us to prepare your U.S. and state individual income tax returns. We will do so with the information you furnish to us in the process described below. If you have taxable income or loss in a state or locality other than your resident state, we will generally prepare your nonresident state or locality returns, as well, unless you indicate in advance that you prefer we not prepare these nonresident filings. State and Local Filing Obligations The preparation of any state or local tax return not listed in our Tax Service Schedule is not within the scope of our engagement. You are responsible for fulfilling your filing obligations with any state or local tax authorities, including but not limited to, income, franchise, sales, use, and property taxes or abandoned and unclaimed property. However, if upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you. If you are unsure if you have any other filing obligation with other state or local tax authorities, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have other state or local filing obligations. You will be responsible for tax due and penalties associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Bookkeeping Services If we are currently engaged in an ongoing bookkeeping agreement, these services will fall under the scope of our bookkeeping engagement letter. If we are not currently engaged in an ongoing bookkeeping agreement, we may determine that you require accounting and bookkeeping assistance solely for the purpose of preparing the tax returns. These services are typically outside the scope of tax return preparation and will be performed solely in accordance with the AICPA Code of Professional Conduct.  In the event we conclude that such services are necessary to prepare your tax returns, we will notify you of the need for these services and bill you for the required work. You agree to pay for those required services, if applicable. Tax Planning Services Unless Your Service Schedule lists Tax Planning, our engagement does not include tax advice which affects the calculation of tax due or the filing of tax forms and schedules for previous or future tax years. However, we may communicate potential tax strategies to you, and you may ask high-level questions of us. It is your responsibility to communicate to us, in writing, any interest in pursuing a tax strategy identified, or if you require more than a cursory response to your question. If you do not request our assistance in writing, we will infer that you do not wish to pursue any suggestion made to you. If you do request our assistance and we agree, we will confirm our understanding with you in a separate agreement prior to proceeding. We shall not be liable for any forgone tax or other benefits if you fail to advise us of your desire to investigate or pursue any tax strategy communicated to or by us. Any tax advice described in this paragraph and provided to you shall be governed by this Agreement and billed at our standard hourly rates. Prior-Year Returns If for the preparation of your current-year returns, you provide us with a copy of your prior-year returns, our review of the prior year’s tax return will necessarily be limited and may not find all errors. We will, however, bring to your attention errors that we do find. Similarly, if you become aware of any information affecting prior year tax returns, please contact us. If an error or information affecting prior year tax returns is discovered by you or us, we will discuss your options with you. If you ask us to prepare amended tax returns, and we agree, we will confirm this engagement in a separate written agreement. Preparation of Foreign Bank Account Reports (FBARs) You are responsible for informing us of all foreign financial assets and interests, including any financial interest in, or signature authority over assets, or financial accounts located in a foreign country. If, based on the information you have provided to us, we believe that you have a requirement to file FinCEN Form 114 (otherwise known as a Foreign Bank Account Report or “FBAR”), the preparation of your FBAR(s) will notify you and send a separate Engagement Letter. If you prefer that we not prepare your FBAR(s), you may opt-out by notifying us in writing. Corporate Transparency Act Beneficial Ownership Information Disclosures Assisting you with your compliance with the Corporate Transparency Act (“CTA”), including beneficial ownership information (“BOI”) reporting, is not within the scope of this engagement. You have sole responsibility for your compliance with the CTA, including its BOI reporting requirements and the collection of relevant ownership information. We shall have no liability resulting from your failure to comply with CTA. Information regarding the BOI reporting requirements can be found at https://www.fincen.gov/boi. Consider consulting with legal counsel if you have questions regarding the applicability of the CTA’s reporting requirements and issues surrounding the collection of relevant ownership information. Foreign Tax Returns You may have a filing requirement or tax liability in a foreign country. Generally, you are responsible for determining whether you must file and pay taxes in a foreign country and to comply with any requirements. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement. We do not prepare foreign tax returns.  Transfer Pricing Your transactions with related parties are subject to the transfer pricing rules of IRC §482, Allocation of Income and Deductions Among Taxpayers, which require that such transactions are conducted in an arm’s length manner IRC §482 permits Treasury to reallocate income and expense (“transfer pricing”) if it determines taxable income of commonly-owned or commonly-controlled businesses is not “clearly reflected,” or intercompany transactions between those businesses are not conducted at arm’s length. In transfer pricing, “arm’s length” is understood to infer a price at which unrelated parties would buy or sell, assuming no compulsion to transact. Treasury Regulations require documentation of inter-company transactions and payments (including intercompany debt/interest), and failure to substantiate those transactions may result in significant understatement and accuracy-related penalties. Analysis of transfer pricing is outside the scope of this engagement. Although we may inquire as to your documentation of intercompany transactions, it is your responsibility to assess your transfer pricing and complete/maintain any necessary documentation. What Are Your Responsibilities during the Tax Preparation Process? The responsibilities detailed in this section are not exhaustive, and our services to you may require additional responsibilities not listed. Timely Information and Clarifications You must provide all the information required for the preparation of complete and accurate returns. Our team is committed to getting your return done as efficiently as possible, but to do so, we need you to deliver all records and information we request in a timely manner. Failure to do so may result in your inability to file your returns or pay your tax due by the original filing due dates. You are responsible for fully and accurately disclosing to us all relevant facts affecting your returns.  To help you assemble the information needed for your returns, we will provide you with a questionnaire, organizer, and/or other document requesting specific information. Our questionnaires include deadlines for sending us your information, based on the type of return(s) you file and whether you hope to file by the original deadline, by the extended deadline, or after the deadlines. You are responsible for fully and accurately completing the income tax organizer, including any activities in which you engage outside of the U.S. or your home state. Please know that failure to provide information via completed questionnaires and organizers may require an extraordinary effort on our part, which may be reflected in our fee for service. If, during the course of your tax return preparation, we determine that additional information or clarifications are needed in order to complete your returns, we will let you know. You are responsible for providing such additional information in a timely manner so that we can prepare your returns efficiently and timely. We will rely upon the completeness and accuracy of the information and representations you provide to us. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. Please know that a lack of responses on your part may result in extraordinary follow-ups and efforts on our part, which may be reflected in an additional fee for service. If you fail to comply with the responsibilities as described in this Agreement, your actions or your inactions may result in economic or other loss to you, such as disallowance of tax deductions or credits claimed, additional tax, penalties or interest assessed against you, loss of administrative rights, or criminal punishment. You will be responsible for any loss suffered by you as a result of your failure to comply with your responsibilities, including any professional fees required to defend or correct changes made to your tax returns or prepare previously unfiled or amend previously filed tax returns. Reporting All Income You are responsible for identifying and communicating to us all income earned and received by you from any U.S. or non-U.S. source. Documentation You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Our workpapers do not satisfy your documentation responsibility. You should retain all documents that provide evidence and support for reported income, credits, deductions, and other information on your returns, as required under applicable tax laws and regulations. The IRS recommends that you maintain this documentation for as long as it may be relevant to your taxes. You represent that you have such documentation and can produce it, if necessary, to respond to any examination or inquiry by tax authorities. You will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees, resulting from the disallowance of tax deductions due to inadequate documentation. Personal Expenses In general, personal expenses are not deductible for income tax purposes. You are responsible for ensuring that personal expenses, if any, are separated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by documentation and records required by the IRS and other tax authorities. Digital Assets There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate, and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions. If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. Depending on the nature or volume of those transactions, a change to the scope of our services may be required. You are responsible for providing us with complete and accurate information, including basis, regarding any transactions in, or transactions that have used, digital assets during the applicable tax year.  U.S. Filing Obligations Related to Foreign Investments and Activities U.S. citizens and residents generally must report income and activities related to both domestic and foreign assets (worldwide income). You are responsible for fulfilling your filing obligations related to foreign activity where required. U.S. reporting requirements related to foreign activity are very complex. Contact us immediately if you have: Ownership of, investment in, or officer responsibilities for a corporation, partnership, or other business entity formed under the laws of another country; Fiduciary, grantor, or beneficiary relationships in connection with an entity formed under the laws of another country; Ownership of, signature authority over, or control over any financial account held in a financial institution located in another country; Citizenship or government-approved employment/visa status with a country other than the U.S. (including anyone in your immediate household, or your parents who live outside the U.S.); Transferred property, including cash, offshore either directly or through the purchase of or investment in an entity formed under the laws of another country; Received or have legally-recognizable rights to receive property, including cash, from a trust, business, or investment formed under the laws of another country or individual residing in another country; Conducted business with any entity or person physically located in another country, regardless of whether such business is for-profit, not for-profit, or informal/irregular; Received property, including cash, or income from a source outside of the U.S. which is not reported on a brokerage statement (such as a 1099-B or similar report); or Any other activity or economic arrangement which takes place outside of the U.S. Failure to timely file the required forms may result in substantial civil and/or criminal penalties. You agree to provide us with complete and accurate information regarding any foreign activity in which you have a direct or indirect interest, or over which you have signature authority, during the above referenced tax year. If you are unsure if you have any other filing obligation related to foreign activity, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have foreign activity absent information you provide to us. In any event, you will be responsible for tax due, penalties, and interest associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Foreign Filing Obligations You are responsible for complying with the tax filing requirements of any non-U.S. country. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement. Compensation and Withholding Compliance If you or your business compensates individuals (including household employees) for services performed, there are various federal, state, and/or local payroll tax and income tax obligations affecting both payor and payee. We will not provide employment, labor, or immigration law advice to you as part of our engagement, including the classification of workers as employees or independent contractors. You should seek the advice of an appropriate professional, such as an employment attorney, to address any classification or employment eligibility questions. You agree to indemnify and hold us harmless for any and all claims related to misclassification or improper eligibility of individuals whom you compensate for services, excepting claims arising from our gross negligence or intentional wrongful acts. If our service to you includes preparation of Form 1040, Schedule H, we will rely on information provided by you to support your filings and we will not audit or otherwise verify the data you submit to us. Further, you acknowledge it is your responsibility to both timely comply with all payroll tax and income tax filing and remittance obligations that apply to you, and to maintain all necessary documentation to support those filings and remittances. Such forms are due as early as January 31, and significant penalties may be assessed for late filing, non-filing, or filing of incorrect information. In some cases, penalties may also be assessed against responsible individuals, such as owners and officers, in their personal capacity. Preparation of these forms and calculation of any withholding amount due (excluding Form 1040, Schedule H where required) is not within the scope of this engagement. Ultimate Responsibility You are ultimately responsible for complying with any substantive or procedural tax law which applies to you, and for ensuring your tax returns and any required tax payments are timely received by the appropriate tax authority. Notwithstanding any term of this Agreement, this responsibility cannot be delegated to us. Our assistance related to your tax return is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update your return after the conclusion of the engagement for any reason. To the extent we provide written advice concerning federal tax matters, we will follow the applicable guidance contained in our professional standards. You have final responsibility for the accuracy of your tax returns and all schedules. We will provide you with a copy of your draft tax returns and accompanying schedules and statements for review. You agree to review and examine them carefully for accuracy and completeness. Tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations including failure to file or late filing of returns, and underpayment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. You have final responsibility for the payment of your taxes in whatever amount ultimately determined. You may choose to have funds automatically withdrawn from a designated account and transmitted when your tax return is electronically filed. We will not transmit partial payments. It is your responsibility to provide us with correct account and routing numbers, to review this information for accuracy prior to submission of your return, and to ensure that sufficient funds are available at the time of payment. We shall have no liability for any tax due, penalties, interest, or overdraft charges which may result from your failure to ensure sufficient funds are available at the time of payment. Exempt Organizations: Are There Any Additional Exempt Organization Responsibilities During The Tax Preparation Process? Compensation and Inurement If you pay salary, wages, or other economic benefits to company employees or management that the IRS deems excessive, the IRS may take the position that such benefits are unjust use of the non-profit’s assets for personal use (inurement). Unjust inurement may jeopardize the organization’s 501(c) status. You will be responsible for any liability, including but not limited to, additional tax, penalties, interest, and related professional fees, resulting from any loss of tax-favorable status. Unrelated Business Taxable Income Entities that have received tax-exempt status from the IRS may still owe tax if they have unrelated business taxable income (“UBTI”). An entity which has taxable income from a trade or business activity not substantially related to its tax-exempt purpose, or from debt-financed property (or receives a K-1 with similar activity) may have UBTI that must be reported separately. You are responsible for informing us of any potential UBTI or activities which you conduct that are not directly related to your tax-exempt purpose. Management Responsibilities for Tax-Exempt Organizations As a tax-exempt organization under IRC §501(c), you are subject to additional requirements to maintain your status. These requirements include: Restrictions on use of the non-profit’s assets for personal use (inurement); Restrictions on lobbying; Restrictions on political activity; Restrictions on UBTI; Operating in accordance with your stated purpose; Maintaining state registrations related to solicitations with state charitable divisions; Meeting the public support test; and Timely filing your tax returns. By signing this Agreement, you acknowledge and agree that: 1) failure to adhere to IRS regulations may have adverse impacts, including and up to the revocation of your tax-exempt status; 2) we have no obligation to advise you regarding the implications of management responsibilities; and 3) you will inform us of any transaction into which you may be prohibited from entering. Substantiation Requirements You are responsible for providing a donor who makes a charitable contribution of $250 or more with a written acknowledgement of the contribution. The donor must receive the acknowledgement by the earlier of the date on which the donor files a tax return for the tax year in which the contribution was made (April 15th for most individual donors) or the due date, including extensions (October 15th for most individual donors), for that return. In addition, you should retain a copy of this acknowledgement for your records. You agree to hold our firm harmless with respect to any liability, including but not limited to, additional tax, penalties, interest, and professional fees resulting from the disallowance of tax deductions due to inadequate substantiation. What Are Forza CPA, PLLC’s Responsibilities Under This Engagement? As a CPA firm, our work is held to high standards. It is our duty to prepare your returns based on the same standard of care that a reasonable tax return preparer would exercise in this type of engagement. Unless otherwise noted, the applicable standard of care for a “reasonable tax return preparer” shall be based upon the following pronouncements: the Statements on Standards for Tax Services (“SSTS”) issued by the American Institute of Certified Public Accountants (“AICPA”); U.S. Treasury Department Circular 230 (“Circular 230”); and the Internal Revenue Code, Treasury Regulations, and any applicable state/local corollaries (collectively, “the Code”). As tax return preparers, these pronouncements restrict our ability to sign a tax return when the tax positions you report do not comply with tax law. We will be unable to sign your return and may terminate this Agreement if you: request that we report a tax position on your return which we feel is contrary to published guidance, frivolous, or a willful attempt to evade tax; request that we include a deduction, credit or refund on your return that we believe you do not qualify for; or decline to disclose a position wherein our professional judgment tax law requires disclosure. Forza CPA, PLLC will not make any management decisions or perform management functions on your behalf. What Positions Do We Take When Tax Law Is Not Clear? Arguable Positions If there are conflicting interpretations of tax law, or if tax law is unclear, we will explain the possible positions that may be taken in order for us to sign your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials and our professional standards. Tax reference materials include, but are not limited to, the Code, Revenue Rulings, Revenue Procedures, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. You will be responsible for these amounts, as well as any related professional fees you may incur, to respond to the tax authority. Reliance on Others There may be times when you engage another advisor to assist you. If you wish to take a tax position based upon the advice of another advisor, before we are able to sign your tax return, we must comply with the applicable provisions of the Code and the SSTS. We will review the other advisor’s work and may require a written statement from the advisor describing the statutory basis for the position and the suggested disclosure needed to appropriately report the position. If we believe additional research is required, we will discuss the matter with you. You agree to pay for the additional charges necessary to complete the disclosure or research as this is not included in the scope of our service. Moreover, you understand that the IRS, state or local tax authority may disagree with the position taken on the return. If this occurs, you will be responsible for any additional tax, penalties and interest, as well as any related professional fees, you may incur. If, after review of the work prepared by your other advisor, we determine that we are unable to sign the tax return, we will be unable to proceed and may terminate this Agreement. Substantial Understatement Penalties The IRS and many states impose harsher accuracy-related penalties (20%) for substantial understatement of tax. Substantial understatement of tax may be found where the tax that should be reported on your return is less than what is actually reported on your return, based on a statutory formula which defines when an understatement is “substantial”. In some cases, avoiding substantial understatement penalties can be achieved if the tax position is adequately disclosed in a method approved by the IRS. Similar rules may apply at the state level. While the decision to disclose or not disclose is yours, if we conclude that your return contains a tax position which we believe you are required to disclose, we will ask that you consent to include a disclosure in a method approved by the IRS. If you decline to disclose the tax position, we will be unable to proceed and may terminate this Agreement. Abusive Tax Strategies Certain tax positions or strategies, while not currently identified as “abusive” by the IRS, may ultimately be determined to be so in the future. Consequently, you agree to advise us of any transaction you have entered into that entitles you to disproportionate tax benefits (deductions, credits, or refunds), that generates significant income deferral or non-recognition, or that generates significant tax losses without corresponding cash impacts (“abusive tax strategy”). If you fail to timely notify us, in writing, of any abusive tax strategy you have entered into, you will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees. Reportable Transactions The law imposes substantial penalties on taxpayers and tax advisors for failure to disclose listed and other reportable transactions on Form 8886, Reportable Transaction Disclosure Statement and, in some cases, extends the statute of limitations tax authorities have to contest any tax return claiming those tax positions. In general, reportable transactions are potentially abusive transactions identified by the IRS that have a primary purpose of tax avoidance, including but not limited to listed transactions, confidential transactions, transactions with contractual protection, loss transactions, and transactions of interest (a definition of “reportable transactions” is located at https://www.irs.gov/instructions/i8886 and includes a link to a summary of listed transactions). If we conclude that your return contains a reportable transaction we believe you are required to disclose we will ask that you consent to include a disclosure, either on Form 8886 or other method approved by the IRS. If you decline to disclose the reportable transaction, we will be unable to proceed and may terminate this Agreement. How Do We Handle Extensions of Time to File Tax Returns?  The obligation to file a tax return and/or extension is solely that of the taxpayer. Although we will make every reasonably prudent effort to assist you with this obligation, this Agreement is not intended to and does not create an agent/principal relationship. By signing this Agreement, you understand that actual and timely receipt of your filings by the appropriate tax authority is the duty and responsibility of the taxpayer and the taxpayer alone. If you would like us to file an extension on your behalf, or if you need more time to gather your information and thus require an extension, just let us know. If you have not yet sent your tax information, then we require that you at least send us an executed copy of this Agreement, and your express written authorization to file an extension, before we can file one on your behalf. In some cases, your signature may be required on such applications prior to filing.  Failure to timely request an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial. If you submit your information to us after the information submittal cut-off date indicated in your tax questionnaire but before the original deadline, we will automatically file an extension on your behalf. If you prefer to file your own extension, then be sure to let us know at the time you submit your information. In some years, we can begin (and sometimes complete) returns that come in after the cut-off date, by the original filing deadline. However, we make no guarantees, and we often file protective extensions for these returns. If you prefer to file by the original due date of your returns (without an extension), then be sure to send your information early, and no later than the information submittal cut-off date indicated in your tax questionnaire. Our firm works on a first-in, first-out basis. The cut-off dates each year are set based on historical volumes. If you send your complete information by that date, then we typically finalize your returns in time to file by the original deadline. However, your submission by the cut-off date is not a guarantee that we will complete your returns by the original due date. In some cases, you or we may determine that additional time is needed to file your returns. For example, your return may include complexities that require further analysis or clarifications; you may be waiting on missing forms or other information after the cut-off; we may discover close to the deadline that additional information is needed; we may experience unprecedented high volumes; or you may want to take additional time to answer questions, review your returns, or send your e-file authorizations back to us. We reserve the right to unilaterally file and place any client on extension if we determine that our firm will be unable to complete a true, accurate, and complete tax return by the filing deadline. We also may file “protective” extensions at our discretion, during the last week of the filing deadline, to allow our clients more time to review their returns, ask questions, and submit their e-file forms, and to allow our team the necessary time to make any updates, complete reviews, and e-file. Please note that a tax return extension typically will not bring you higher on the IRS’s radar. In fact, the majority of returns historically selected for audit come from those filed by the original deadline, and many CPAs extend their returns as a matter of course. Applying for an extension of time to file may limit your ability to make certain elections, extend the time available for a government agency to undertake an examination of your return and/or extend the statute of limitations to file a legal action. Additionally, extensions may affect your liability for penalties and interest or compliance with governmental or other deadlines.  Penalties and Interest Charges Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file extensions or returns, late filing of returns, and underpayment or late payment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. How Do We Handle Extension Payments? Even if your tax return filing deadline is extended, all taxes owed must still be paid by the original filing due date. Otherwise, the tax authorities will charge penalties based on the amount owed and the date you ultimately pay it. It is often difficult to know how much to pay, as your tax return has not been completed yet, and U.S. tax returns have many factors that increase or decrease the final tax liability. You have several options for estimating and making extension payments: Make a rough, conservative (high) estimate, pay it by the original filing deadline, and expect a refund when the return is filed. This approach is common among our clients. It allows clients to avoid interest and penalties, while also knowing that if they have paid too much, the rest will be refunded when they file their returns (or can be applied to next year’s taxes, if they prefer). To calculate their estimated payment, clients consider their historical trends and changes from the prior year, and make a rough estimate. States typically apply higher interest rates than the IRS, so we advise being especially conservative (high) when making state payments. Skip the extension payment and just pay any tax due, with interest and penalties, when the return is filed. Some clients prefer this approach for its simplicity. It generally makes sense when they do not anticipate large balances due, and their situation is similar year-to-year. Engage us to calculate your estimated balances due (an additional fee applies). If you would like us to calculate the estimated amount you should pay by the original due date of your return, then you can let us know. We charge an additional fee for this service, as it often involves preparing a draft tax calculation based on draft tax numbers. Typically, extension calculations make sense for first-time filers, first-time residents, clients whose tax situations have changed substantially from the prior year, and clients who have high levels of income that fluctuate significantly from year to year. Otherwise, our fee may exceed any penalties and interest you would likely incur. To request that we prepare an extension payment calculation for you, you must notify us in writing and be sure to submit your tax information by the Extension Calculation Deadline in your tax questionnaire. If you submit your information (or request a calculation) after the Extension Calculation Deadline, then we may not see your request in time or have the capacity to prepare a calculation. In these cases, we assume no responsibility for assisting with extension estimates. How Do We Handle Quarterly Estimated Tax Payments? You may be required to make quarterly estimated tax payments in various tax jurisdictions. We calculate the estimated tax payments using the IRS Safe Harbor provision for the upcoming tax year based upon the information you provide to prepare your current year tax returns. Updating recommended quarterly estimated tax payments to more closely reflect your actual current year’s income is not within the scope of this engagement, unless requested by you, and agreed to by us, in writing. These services will be billed at our standard rates and will be subject to the terms of this agreement.  What Happens Once We Deliver Your Returns to You? Ultimately, you have the final responsibility for your income tax return, along with all schedules, attachments provided to support the filing, and any payments due. Once we send you your returns, you should review everything carefully for accuracy and completeness before signing the returns. If you have questions, you should reach out to your preparer timely, and we would be happy to assist. When we deliver your returns to you, we will send you filing instructions. If your returns qualify for e-filing, you are responsible for timely signing the e-file authorization forms and returning them to us by the cut-off times specified in our communications. For joint returns, both spouses must sign the e-file authorization before the return can be transmitted. You are also responsible for making any tax payments directly to the tax authorities. If we receive your signed e-file authorization forms, we will send you confirmation of e-file acceptance. If you fail to timely sign and return e-file authorization, we cannot and will not e-file any form on your behalf. In those situations, you will be solely responsible for any penalties or interest assessed against you. If you choose not to have your return e-filed, or if your return cannot be e-filed, we will deliver to you a paper copy suitable for mailing to the taxing authorities. Once delivered to you, you bear full responsibility for reviewing the paper returns for accuracy, and either signing and timely filing them, along with any payments due, or notifying us of any issue which may need to be addressed prior to filing. You are also responsible for maintaining proof of timely filing. Once our services have concluded, we shall have no obligation to notify you of future tax law developments affecting your return(s) except as may be required by Circular 230 or the SSTS related to errors we identify. Additional Information Provided after the Fact In reviewing their returns, some clients discover that they forgot to send us certain forms or information or inadvertently sent us incorrect information. We highly encourage you to be thorough in the original data you provide to us. If you provide us additional information after we send you your returns, we must redo already completed work. Given our heavy workload, we understandably do not want to redo work that we have already completed. If you provide additional information after we have delivered your return, we will assess a fee to update your return with the new information. If you provide such information close to a deadline, we may not be able to update your return by the deadline. In such a case, we may advise you to make payments before the deadline, to minimize interest and penalties, and we will update your returns as soon as we are able to do so. What Are Our Professional Fees for This Engagement?  Fees for our services will be charged according to Your Service Schedule. This fee is based upon the complexity of the expected work to be performed, our professional time and out-of-pocket expenses. Circumstances may arise that impact our estimated fee such as, but not limited to, (1) the timeliness, accuracy, or completeness of information you provide to us; (2) changes in your personnel, use of other advisors, or operations that impact our services; (3) mutually agreed changes in the scope of this engagement; or (4) other unanticipated items that arise during our engagement and that require additional time in order to complete the agreed-upon services. You agree to pay all fees and expenses incurred whether or not we complete the engagement. When and How Do Our Services Conclude Under This Engagement? Timing of the Engagement We expect to begin our services upon receipt of this executed Agreement, the completed income tax organizer and all documents requested either in the organizer or by our office. Our services under this Agreement will conclude: on the later of: the latest date of electronic acceptance of your tax returns by the relevant tax authority; the date we deliver the paper copy of your returns to you, upon written notification by either party that the Agreement is terminated; or one (1) year from the execution date of this Agreement, whichever comes first. Changing Tax Laws, Regulations, and Guidance Tax laws and regulations and/or their interpretation are subject to change at any time, and such changes may be retroactive in effect and may be applicable to advice given or other services rendered before their enactment dates. We do not assume responsibility (and will have no liability) for such changes occurring after the date we have completed our services. Any advice we may provide is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations. To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in Circular 230, §10.37, Requirements for Written Advice. Disassociation or Termination of Engagement Either party may terminate this agreement at any time upon written notice of termination to the other party. In the event of termination, you will be responsible for fees earned and expenses incurred through the actual date of termination. Should termination occur prior to the completion and delivery of the tax returns, then we will invoice you (on an hourly basis) for any work conducted between the time services were authorized (by the signing of this engagement letter) and the termination of the engagement. We will also return any original documents to you. What Happens If You Are Later Audited? Government Inquiries As you may be aware, tax returns and other filings are subject to examination by taxing authorities. We will generally be available to assist you in the event of an audit or any issue for which we have provided services under this agreement. If you are contacted by any governmental agency or tax authority, either for an examination or other inquiry, you may request our assistance in responding. However, unless otherwise indicated, our fees for these additional services are not included in our fee for the services covered by this agreement. Support for Examinations by Tax Authorities Not every interpretation of promulgated tax rules is straightforward and/or without uncertainty. Accordingly, we will use our professional judgment in preparing your returns. If a tax authority should later contest a position taken, or otherwise impose penalties and/or interest for non-compliance with tax laws and regulations, there may be an assessment of additional tax plus interest and/or penalties. We assume no liability for any such additional assessments. Any items resolved against you by the examining agent are subject to certain rights of appeal. In the event of an examination, we may be available to represent you. Since the selection of your return for review or examination is beyond our control, our fee to prepare your returns does not include responding to inquiries or examination by tax authorities, unless you have opted for, and are eligible to obtain, audit insurance as part of your tax return preparation services. In the event we are required by law, government regulation, subpoena, or other legal process, to produce documents or testimony with respect to this engagement, so long as we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel incurred in responding to such demands.

  • Letter of Engagement - C Corporation Form 1120

    Forza CPA, PLLC (“firm,” “we,” “us,” or “our”) is pleased to provide tax return preparation services to you, as described in Your Service Schedule.  Please read this Letter of Engagement, the attached Terms and Conditions Addendum, and any other attachments incorporated herein (collectively, “Agreement”). This Agreement details the nature and limitations of the services we will provide, the terms of our engagement, and each party’s responsibilities. We strive to make our tax return process as straightforward and convenient as possible for you. Our goal is to minimize any hassle on your end while also making things as efficient as possible on our end. This allows us to deliver your returns expediently, while also bringing a high level of technical expertise and personal service.  What Is the Scope of This Engagement?  This engagement is limited to the professional services outlined in Your Tax Service Schedule. The objective of our services is to assist you with the calculation of your tax due and provide you with forms and schedules we believe are suitable for you to file with the Internal Revenue Service (“IRS”) and applicable state and local tax authorities and sufficient to comply with your tax filing obligations.  We will prepare the tax returns referenced in Your Service Schedule solely to assist you with your tax filing obligations with the IRS and applicable state and local tax authorities.  We will not prepare any tax returns other than those identified in Your Service Schedule, without your written request, and our written consent to do so.  Our engagement does not include any procedures designed to detect errors, fraud, theft, or other wrongdoing. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations. Our services are not intended to benefit or influence any third party, including any entity or investment which may seek to evaluate your creditworthiness or financial strength. You agree to indemnify and hold us harmless from any and all claims arising from the use of the tax returns for any purpose other than complying with your tax filing obligations, regardless of the nature of the claim, excepting claims arising from our gross negligence or intentional wrongful acts. You may request that we perform additional services not contemplated in this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that we amend the Agreement or issue a separate agreement to reflect the obligations of all parties. In the absence of any other written communications from us documenting additional services, our services will be limited to and governed by the terms of this Agreement. You have the final responsibility for the filing and content of your tax return(s).  Are These Services Included In This Engagement? Preparation of U.S. Federal and State Returns Yes. With this letter, you are engaging us to prepare your U.S. and state individual income tax returns. We will do so with the information you furnish to us in the process described below. If you have taxable income or loss in a state or locality other than your resident state, we will generally prepare your nonresident state or locality returns, as well, unless you indicate in advance that you prefer we not prepare these nonresident filings. State and Local Filing Obligations The preparation of any state or local tax return not listed in our Tax Service Schedule is not within the scope of our engagement. You are responsible for fulfilling your filing obligations with any state or local tax authorities, including but not limited to, income, franchise, sales, use, and property taxes or abandoned and unclaimed property. However, if upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you. If you are unsure if you have any other filing obligation with other state or local tax authorities, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have other state or local filing obligations. You will be responsible for tax due and penalties associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Bookkeeping Services If we are currently engaged in an ongoing bookkeeping agreement, these services will fall under the scope of our bookkeeping engagement letter. If we are not currently engaged in an ongoing bookkeeping agreement, we may determine that you require accounting and bookkeeping assistance solely for the purpose of preparing the tax returns. These services are typically outside the scope of tax return preparation and will be performed solely in accordance with the AICPA Code of Professional Conduct.  In the event we conclude that such services are necessary to prepare your tax returns, we will notify you of the need for these services and bill you for the required work. You agree to pay for those required services, if applicable. Tax Planning Services Unless Your Service Schedule lists Tax Planning, our engagement does not include tax advice which affects the calculation of tax due or the filing of tax forms and schedules for previous or future tax years. However, we may communicate potential tax strategies to you, and you may ask high-level questions of us. It is your responsibility to communicate to us, in writing, any interest in pursuing a tax strategy identified, or if you require more than a cursory response to your question. If you do not request our assistance in writing, we will infer that you do not wish to pursue any suggestion made to you. If you do request our assistance and we agree, we will confirm our understanding with you in a separate agreement prior to proceeding. We shall not be liable for any forgone tax or other benefits if you fail to advise us of your desire to investigate or pursue any tax strategy communicated to or by us. Any tax advice described in this paragraph and provided to you shall be governed by this Agreement and billed at our standard hourly rates. Prior-Year Returns If for the preparation of your current-year returns, you provide us with a copy of your prior-year returns, our review of the prior year’s tax return will necessarily be limited and may not find all errors. We will, however, bring to your attention errors that we do find. Similarly, if you become aware of any information affecting prior year tax returns, please contact us. If an error or information affecting prior year tax returns is discovered by you or us, we will discuss your options with you. If you ask us to prepare amended tax returns, and we agree, we will confirm this engagement in a separate written agreement. Preparation of Foreign Bank Account Reports (FBARs) You are responsible for informing us of all foreign financial assets and interests, including any financial interest in, or signature authority over assets, or financial accounts located in a foreign country. If, based on the information you have provided to us, we believe that you have a requirement to file FinCEN Form 114 (otherwise known as a Foreign Bank Account Report or “FBAR”), the preparation of your FBAR(s) will notify you and send a separate Engagement Letter. If you prefer that we not prepare your FBAR(s), you may opt-out by notifying us in writing. Corporate Transparency Act Beneficial Ownership Information Disclosures Assisting you with your compliance with the Corporate Transparency Act (“CTA”), including beneficial ownership information (“BOI”) reporting, is not within the scope of this engagement. You have sole responsibility for your compliance with the CTA, including its BOI reporting requirements and the collection of relevant ownership information. We shall have no liability resulting from your failure to comply with CTA. Information regarding the BOI reporting requirements can be found at https://www.fincen.gov/boi. Consider consulting with legal counsel if you have questions regarding the applicability of the CTA’s reporting requirements and issues surrounding the collection of relevant ownership information. Foreign Tax Returns You may have a filing requirement or tax liability in a foreign country. Generally, you are responsible for determining whether you must file and pay taxes in a foreign country and to comply with any requirements. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement. We do not prepare foreign tax returns.  Transfer Pricing Your transactions with related parties are subject to the transfer pricing rules of IRC §482, Allocation of Income and Deductions Among Taxpayers, which require that such transactions are conducted in an arm’s length manner IRC §482 permits Treasury to reallocate income and expense (“transfer pricing”) if it determines taxable income of commonly-owned or commonly-controlled businesses is not “clearly reflected,” or intercompany transactions between those businesses are not conducted at arm’s length. In transfer pricing, “arm’s length” is understood to infer a price at which unrelated parties would buy or sell, assuming no compulsion to transact. Treasury Regulations require documentation of inter-company transactions and payments (including intercompany debt/interest), and failure to substantiate those transactions may result in significant understatement and accuracy-related penalties. Analysis of transfer pricing is outside the scope of this engagement. Although we may inquire as to your documentation of intercompany transactions, it is your responsibility to assess your transfer pricing and complete/maintain any necessary documentation. What Are Your Responsibilities during the Tax Preparation Process? The responsibilities detailed in this section are not exhaustive, and our services to you may require additional responsibilities not listed. Timely Information and Clarifications You must provide all the information required for the preparation of complete and accurate returns. Our team is committed to getting your return done as efficiently as possible, but to do so, we need you to deliver all records and information we request in a timely manner. Failure to do so may result in your inability to file your returns or pay your tax due by the original filing due dates. You are responsible for fully and accurately disclosing to us all relevant facts affecting your returns.  To help you assemble the information needed for your returns, we will provide you with a questionnaire, organizer, and/or other document requesting specific information. Our questionnaires include deadlines for sending us your information, based on the type of return(s) you file and whether you hope to file by the original deadline, by the extended deadline, or after the deadlines. You are responsible for fully and accurately completing the income tax organizer, including any activities in which you engage outside of the U.S. or your home state. Please know that failure to provide information via completed questionnaires and organizers may require an extraordinary effort on our part, which may be reflected in our fee for service. If, during the course of your tax return preparation, we determine that additional information or clarifications are needed in order to complete your returns, we will let you know. You are responsible for providing such additional information in a timely manner so that we can prepare your returns efficiently and timely. We will rely upon the completeness and accuracy of the information and representations you provide to us. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. Please know that a lack of responses on your part may result in extraordinary follow-ups and efforts on our part, which may be reflected in an additional fee for service. If you fail to comply with the responsibilities as described in this Agreement, your actions or your inactions may result in economic or other loss to you, such as disallowance of tax deductions or credits claimed, additional tax, penalties or interest assessed against you, loss of administrative rights, or criminal punishment. You will be responsible for any loss suffered by you as a result of your failure to comply with your responsibilities, including any professional fees required to defend or correct changes made to your tax returns or prepare previously unfiled or amend previously filed tax returns. Reporting All Income You are responsible for identifying and communicating to us all income earned and received by you from any U.S. or non-U.S. source. Documentation You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Our workpapers do not satisfy your documentation responsibility. You should retain all documents that provide evidence and support for reported income, credits, deductions, and other information on your returns, as required under applicable tax laws and regulations. The IRS recommends that you maintain this documentation for as long as it may be relevant to your taxes. You represent that you have such documentation and can produce it, if necessary, to respond to any examination or inquiry by tax authorities. You will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees, resulting from the disallowance of tax deductions due to inadequate documentation. Personal Expenses In general, personal expenses are not deductible for income tax purposes. You are responsible for ensuring that personal expenses, if any, are separated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by documentation and records required by the IRS and other tax authorities. Digital Assets There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate, and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions. If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. Depending on the nature or volume of those transactions, a change to the scope of our services may be required. You are responsible for providing us with complete and accurate information, including basis, regarding any transactions in, or transactions that have used, digital assets during the applicable tax year.  U.S. Filing Obligations Related to Foreign Investments and Activities U.S. citizens and residents generally must report income and activities related to both domestic and foreign assets (worldwide income). You are responsible for fulfilling your filing obligations related to foreign activity where required. U.S. reporting requirements related to foreign activity are very complex. Contact us immediately if you have: Ownership of, investment in, or officer responsibilities for a corporation, partnership, or other business entity formed under the laws of another country; Fiduciary, grantor, or beneficiary relationships in connection with an entity formed under the laws of another country; Ownership of, signature authority over, or control over any financial account held in a financial institution located in another country; Citizenship or government-approved employment/visa status with a country other than the U.S. (including anyone in your immediate household, or your parents who live outside the U.S.); Transferred property, including cash, offshore either directly or through the purchase of or investment in an entity formed under the laws of another country; Received or have legally-recognizable rights to receive property, including cash, from a trust, business, or investment formed under the laws of another country or individual residing in another country; Conducted business with any entity or person physically located in another country, regardless of whether such business is for-profit, not for-profit, or informal/irregular; Received property, including cash, or income from a source outside of the U.S. which is not reported on a brokerage statement (such as a 1099-B or similar report); or Any other activity or economic arrangement which takes place outside of the U.S. Failure to timely file the required forms may result in substantial civil and/or criminal penalties. You agree to provide us with complete and accurate information regarding any foreign activity in which you have a direct or indirect interest, or over which you have signature authority, during the above referenced tax year. If you are unsure if you have any other filing obligation related to foreign activity, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have foreign activity absent information you provide to us. In any event, you will be responsible for tax due, penalties, and interest associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Foreign Filing Obligations You are responsible for complying with the tax filing requirements of any non-U.S. country. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement. Compensation and Withholding Compliance If you or your business compensates individuals (including household employees) for services performed, there are various federal, state, and/or local payroll tax and income tax obligations affecting both payor and payee. We will not provide employment, labor, or immigration law advice to you as part of our engagement, including the classification of workers as employees or independent contractors. You should seek the advice of an appropriate professional, such as an employment attorney, to address any classification or employment eligibility questions. You agree to indemnify and hold us harmless for any and all claims related to misclassification or improper eligibility of individuals whom you compensate for services, excepting claims arising from our gross negligence or intentional wrongful acts. If our service to you includes preparation of Form 1040, Schedule H, we will rely on information provided by you to support your filings and we will not audit or otherwise verify the data you submit to us. Further, you acknowledge it is your responsibility to both timely comply with all payroll tax and income tax filing and remittance obligations that apply to you, and to maintain all necessary documentation to support those filings and remittances. Such forms are due as early as January 31, and significant penalties may be assessed for late filing, non-filing, or filing of incorrect information. In some cases, penalties may also be assessed against responsible individuals, such as owners and officers, in their personal capacity. Preparation of these forms and calculation of any withholding amount due (excluding Form 1040, Schedule H where required) is not within the scope of this engagement. Ultimate Responsibility You are ultimately responsible for complying with any substantive or procedural tax law which applies to you, and for ensuring your tax returns and any required tax payments are timely received by the appropriate tax authority. Notwithstanding any term of this Agreement, this responsibility cannot be delegated to us. Our assistance related to your tax return is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update your return after the conclusion of the engagement for any reason. To the extent we provide written advice concerning federal tax matters, we will follow the applicable guidance contained in our professional standards. You have final responsibility for the accuracy of your tax returns and all schedules. We will provide you with a copy of your draft tax returns and accompanying schedules and statements for review. You agree to review and examine them carefully for accuracy and completeness. Tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations including failure to file or late filing of returns, and underpayment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. You have final responsibility for the payment of your taxes in whatever amount ultimately determined. You may choose to have funds automatically withdrawn from a designated account and transmitted when your tax return is electronically filed. We will not transmit partial payments. It is your responsibility to provide us with correct account and routing numbers, to review this information for accuracy prior to submission of your return, and to ensure that sufficient funds are available at the time of payment. We shall have no liability for any tax due, penalties, interest, or overdraft charges which may result from your failure to ensure sufficient funds are available at the time of payment. C Corporations: Are There Any Additional C Corporation Responsibilities During The Tax Preparation Process? Reasonable Compensation You are responsible for determining the appropriate salary or wages to pay shareholder-employees. If the IRS disagrees with the characterization of a payment to a shareholder-employee, it may recharacterize the payment as either wage, dividend, or capital gain. As a result of the recharacterization, the shareholder and/or the corporation may be responsible for additional tax, penalties and interest. You are responsible for any liability, including but not limited to, additional tax, penalties, interest and professional fees resulting from any recharacterization. Changes in Ownership A change in ownership of C corporation shares may have unanticipated tax consequences if that change is not analyzed prior to completing the transaction. You are responsible for advising us of any change in ownership so that it may be properly reflected on the tax returns. What Are Forza CPA, PLLC’s Responsibilities Under This Engagement? As a CPA firm, our work is held to high standards. It is our duty to prepare your returns based on the same standard of care that a reasonable tax return preparer would exercise in this type of engagement. Unless otherwise noted, the applicable standard of care for a “reasonable tax return preparer” shall be based upon the following pronouncements: the Statements on Standards for Tax Services (“SSTS”) issued by the American Institute of Certified Public Accountants (“AICPA”); U.S. Treasury Department Circular 230 (“Circular 230”); and the Internal Revenue Code, Treasury Regulations, and any applicable state/local corollaries (collectively, “the Code”). As tax return preparers, these pronouncements restrict our ability to sign a tax return when the tax positions you report do not comply with tax law. We will be unable to sign your return and may terminate this Agreement if you: request that we report a tax position on your return which we feel is contrary to published guidance, frivolous, or a willful attempt to evade tax; request that we include a deduction, credit or refund on your return that we believe you do not qualify for; or decline to disclose a position wherein our professional judgment tax law requires disclosure. Forza CPA, PLLC will not make any management decisions or perform management functions on your behalf. What Positions Do We Take When Tax Law Is Not Clear? Arguable Positions If there are conflicting interpretations of tax law, or if tax law is unclear, we will explain the possible positions that may be taken in order for us to sign your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials and our professional standards. Tax reference materials include, but are not limited to, the Code, Revenue Rulings, Revenue Procedures, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. You will be responsible for these amounts, as well as any related professional fees you may incur, to respond to the tax authority. Reliance on Others There may be times when you engage another advisor to assist you. If you wish to take a tax position based upon the advice of another advisor, before we are able to sign your tax return, we must comply with the applicable provisions of the Code and the SSTS. We will review the other advisor’s work and may require a written statement from the advisor describing the statutory basis for the position and the suggested disclosure needed to appropriately report the position. If we believe additional research is required, we will discuss the matter with you. You agree to pay for the additional charges necessary to complete the disclosure or research as this is not included in the scope of our service. Moreover, you understand that the IRS, state or local tax authority may disagree with the position taken on the return. If this occurs, you will be responsible for any additional tax, penalties and interest, as well as any related professional fees, you may incur. If, after review of the work prepared by your other advisor, we determine that we are unable to sign the tax return, we will be unable to proceed and may terminate this Agreement. Substantial Understatement Penalties The IRS and many states impose harsher accuracy-related penalties (20%) for substantial understatement of tax. Substantial understatement of tax may be found where the tax that should be reported on your return is less than what is actually reported on your return, based on a statutory formula which defines when an understatement is “substantial”. In some cases, avoiding substantial understatement penalties can be achieved if the tax position is adequately disclosed in a method approved by the IRS. Similar rules may apply at the state level. While the decision to disclose or not disclose is yours, if we conclude that your return contains a tax position which we believe you are required to disclose, we will ask that you consent to include a disclosure in a method approved by the IRS. If you decline to disclose the tax position, we will be unable to proceed and may terminate this Agreement. Abusive Tax Strategies Certain tax positions or strategies, while not currently identified as “abusive” by the IRS, may ultimately be determined to be so in the future. Consequently, you agree to advise us of any transaction you have entered into that entitles you to disproportionate tax benefits (deductions, credits, or refunds), that generates significant income deferral or non-recognition, or that generates significant tax losses without corresponding cash impacts (“abusive tax strategy”). If you fail to timely notify us, in writing, of any abusive tax strategy you have entered into, you will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees. Reportable Transactions The law imposes substantial penalties on taxpayers and tax advisors for failure to disclose listed and other reportable transactions on Form 8886, Reportable Transaction Disclosure Statement and, in some cases, extends the statute of limitations tax authorities have to contest any tax return claiming those tax positions. In general, reportable transactions are potentially abusive transactions identified by the IRS that have a primary purpose of tax avoidance, including but not limited to listed transactions, confidential transactions, transactions with contractual protection, loss transactions, and transactions of interest (a definition of “reportable transactions” is located at https://www.irs.gov/instructions/i8886 and includes a link to a summary of listed transactions). If we conclude that your return contains a reportable transaction we believe you are required to disclose we will ask that you consent to include a disclosure, either on Form 8886 or other method approved by the IRS. If you decline to disclose the reportable transaction, we will be unable to proceed and may terminate this Agreement. How Do We Handle Extensions of Time to File Tax Returns?  The obligation to file a tax return and/or extension is solely that of the taxpayer. Although we will make every reasonably prudent effort to assist you with this obligation, this Agreement is not intended to and does not create an agent/principal relationship. By signing this Agreement, you understand that actual and timely receipt of your filings by the appropriate tax authority is the duty and responsibility of the taxpayer and the taxpayer alone. If you would like us to file an extension on your behalf, or if you need more time to gather your information and thus require an extension, just let us know. If you have not yet sent your tax information, then we require that you at least send us an executed copy of this Agreement, and your express written authorization to file an extension, before we can file one on your behalf. In some cases, your signature may be required on such applications prior to filing.  Failure to timely request an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial. If you submit your information to us after the information submittal cut-off date indicated in your tax questionnaire but before the original deadline, we will automatically file an extension on your behalf. If you prefer to file your own extension, then be sure to let us know at the time you submit your information. In some years, we can begin (and sometimes complete) returns that come in after the cut-off date, by the original filing deadline. However, we make no guarantees, and we often file protective extensions for these returns. If you prefer to file by the original due date of your returns (without an extension), then be sure to send your information early, and no later than the information submittal cut-off date indicated in your tax questionnaire. Our firm works on a first-in, first-out basis. The cut-off dates each year are set based on historical volumes. If you send your complete information by that date, then we typically finalize your returns in time to file by the original deadline. However, your submission by the cut-off date is not a guarantee that we will complete your returns by the original due date. In some cases, you or we may determine that additional time is needed to file your returns. For example, your return may include complexities that require further analysis or clarifications; you may be waiting on missing forms or other information after the cut-off; we may discover close to the deadline that additional information is needed; we may experience unprecedented high volumes; or you may want to take additional time to answer questions, review your returns, or send your e-file authorizations back to us. We reserve the right to unilaterally file and place any client on extension if we determine that our firm will be unable to complete a true, accurate, and complete tax return by the filing deadline. We also may file “protective” extensions at our discretion, during the last week of the filing deadline, to allow our clients more time to review their returns, ask questions, and submit their e-file forms, and to allow our team the necessary time to make any updates, complete reviews, and e-file. Please note that a tax return extension typically will not bring you higher on the IRS’s radar. In fact, the majority of returns historically selected for audit come from those filed by the original deadline, and many CPAs extend their returns as a matter of course. Applying for an extension of time to file may limit your ability to make certain elections, extend the time available for a government agency to undertake an examination of your return and/or extend the statute of limitations to file a legal action. Additionally, extensions may affect your liability for penalties and interest or compliance with governmental or other deadlines.  Penalties and Interest Charges Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file extensions or returns, late filing of returns, and underpayment or late payment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. How Do We Handle Extension Payments? Even if your tax return filing deadline is extended, all taxes owed must still be paid by the original filing due date. Otherwise, the tax authorities will charge penalties based on the amount owed and the date you ultimately pay it. It is often difficult to know how much to pay, as your tax return has not been completed yet, and U.S. tax returns have many factors that increase or decrease the final tax liability. You have several options for estimating and making extension payments: Make a rough, conservative (high) estimate, pay it by the original filing deadline, and expect a refund when the return is filed. This approach is common among our clients. It allows clients to avoid interest and penalties, while also knowing that if they have paid too much, the rest will be refunded when they file their returns (or can be applied to next year’s taxes, if they prefer). To calculate their estimated payment, clients consider their historical trends and changes from the prior year, and make a rough estimate. States typically apply higher interest rates than the IRS, so we advise being especially conservative (high) when making state payments. Skip the extension payment and just pay any tax due, with interest and penalties, when the return is filed. Some clients prefer this approach for its simplicity. It generally makes sense when they do not anticipate large balances due, and their situation is similar year-to-year. Engage us to calculate your estimated balances due (an additional fee applies). If you would like us to calculate the estimated amount you should pay by the original due date of your return, then you can let us know. We charge an additional fee for this service, as it often involves preparing a draft tax calculation based on draft tax numbers. Typically, extension calculations make sense for first-time filers, first-time residents, clients whose tax situations have changed substantially from the prior year, and clients who have high levels of income that fluctuate significantly from year to year. Otherwise, our fee may exceed any penalties and interest you would likely incur. To request that we prepare an extension payment calculation for you, you must notify us in writing and be sure to submit your tax information by the Extension Calculation Deadline in your tax questionnaire. If you submit your information (or request a calculation) after the Extension Calculation Deadline, then we may not see your request in time or have the capacity to prepare a calculation. In these cases, we assume no responsibility for assisting with extension estimates. How Do We Handle Quarterly Estimated Tax Payments? You may be required to make quarterly estimated tax payments in various tax jurisdictions. We calculate the estimated tax payments using the IRS Safe Harbor provision for the upcoming tax year based upon the information you provide to prepare your current year tax returns. Updating recommended quarterly estimated tax payments to more closely reflect your actual current year’s income is not within the scope of this engagement, unless requested by you, and agreed to by us, in writing. These services will be billed at our standard rates and will be subject to the terms of this agreement.  What Happens Once We Deliver Your Returns to You? Ultimately, you have the final responsibility for your income tax return, along with all schedules, attachments provided to support the filing, and any payments due. Once we send you your returns, you should review everything carefully for accuracy and completeness before signing the returns. If you have questions, you should reach out to your preparer timely, and we would be happy to assist. When we deliver your returns to you, we will send you filing instructions. If your returns qualify for e-filing, you are responsible for timely signing the e-file authorization forms and returning them to us by the cut-off times specified in our communications. For joint returns, both spouses must sign the e-file authorization before the return can be transmitted. You are also responsible for making any tax payments directly to the tax authorities. If we receive your signed e-file authorization forms, we will send you confirmation of e-file acceptance. If you fail to timely sign and return e-file authorization, we cannot and will not e-file any form on your behalf. In those situations, you will be solely responsible for any penalties or interest assessed against you. If you choose not to have your return e-filed, or if your return cannot be e-filed, we will deliver to you a paper copy suitable for mailing to the taxing authorities. Once delivered to you, you bear full responsibility for reviewing the paper returns for accuracy, and either signing and timely filing them, along with any payments due, or notifying us of any issue which may need to be addressed prior to filing. You are also responsible for maintaining proof of timely filing. Once our services have concluded, we shall have no obligation to notify you of future tax law developments affecting your return(s) except as may be required by Circular 230 or the SSTS related to errors we identify. Additional Information Provided after the Fact In reviewing their returns, some clients discover that they forgot to send us certain forms or information or inadvertently sent us incorrect information. We highly encourage you to be thorough in the original data you provide to us. If you provide us additional information after we send you your returns, we must redo already completed work. Given our heavy workload, we understandably do not want to redo work that we have already completed. If you provide additional information after we have delivered your return, we will assess a fee to update your return with the new information. If you provide such information close to a deadline, we may not be able to update your return by the deadline. In such a case, we may advise you to make payments before the deadline, to minimize interest and penalties, and we will update your returns as soon as we are able to do so. What Are Our Professional Fees for This Engagement?  Fees for our services will be charged according to Your Service Schedule. This fee is based upon the complexity of the expected work to be performed, our professional time and out-of-pocket expenses. Circumstances may arise that impact our estimated fee such as, but not limited to, (1) the timeliness, accuracy, or completeness of information you provide to us; (2) changes in your personnel, use of other advisors, or operations that impact our services; (3) mutually agreed changes in the scope of this engagement; or (4) other unanticipated items that arise during our engagement and that require additional time in order to complete the agreed-upon services. You agree to pay all fees and expenses incurred whether or not we complete the engagement. When and How Do Our Services Conclude Under This Engagement? Timing of the Engagement We expect to begin our services upon receipt of this executed Agreement, the completed income tax organizer and all documents requested either in the organizer or by our office. Our services under this Agreement will conclude: on the later of: the latest date of electronic acceptance of your tax returns by the relevant tax authority; the date we deliver the paper copy of your returns to you, upon written notification by either party that the Agreement is terminated; or one (1) year from the execution date of this Agreement, whichever comes first. Changing Tax Laws, Regulations, and Guidance Tax laws and regulations and/or their interpretation are subject to change at any time, and such changes may be retroactive in effect and may be applicable to advice given or other services rendered before their enactment dates. We do not assume responsibility (and will have no liability) for such changes occurring after the date we have completed our services. Any advice we may provide is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations. To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in Circular 230, §10.37, Requirements for Written Advice. Disassociation or Termination of Engagement Either party may terminate this agreement at any time upon written notice of termination to the other party. In the event of termination, you will be responsible for fees earned and expenses incurred through the actual date of termination. Should termination occur prior to the completion and delivery of the tax returns, then we will invoice you (on an hourly basis) for any work conducted between the time services were authorized (by the signing of this engagement letter) and the termination of the engagement. We will also return any original documents to you. What Happens If You Are Later Audited? Government Inquiries As you may be aware, tax returns and other filings are subject to examination by taxing authorities. We will generally be available to assist you in the event of an audit or any issue for which we have provided services under this agreement. If you are contacted by any governmental agency or tax authority, either for an examination or other inquiry, you may request our assistance in responding. However, unless otherwise indicated, our fees for these additional services are not included in our fee for the services covered by this agreement. Support for Examinations by Tax Authorities Not every interpretation of promulgated tax rules is straightforward and/or without uncertainty. Accordingly, we will use our professional judgment in preparing your returns. If a tax authority should later contest a position taken, or otherwise impose penalties and/or interest for non-compliance with tax laws and regulations, there may be an assessment of additional tax plus interest and/or penalties. We assume no liability for any such additional assessments. Any items resolved against you by the examining agent are subject to certain rights of appeal. In the event of an examination, we may be available to represent you. Since the selection of your return for review or examination is beyond our control, our fee to prepare your returns does not include responding to inquiries or examination by tax authorities, unless you have opted for, and are eligible to obtain, audit insurance as part of your tax return preparation services. In the event we are required by law, government regulation, subpoena, or other legal process, to produce documents or testimony with respect to this engagement, so long as we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel incurred in responding to such demands.

  • Letter of Engagement - S Corporation Form 1120S

    Forza CPA, PLLC (“firm,” “we,” “us,” or “our”) is pleased to provide tax return preparation services to you, as described in Your Service Schedule.  Please read this Letter of Engagement, the attached Terms and Conditions Addendum, and any other attachments incorporated herein (collectively, “Agreement”). This Agreement details the nature and limitations of the services we will provide, the terms of our engagement, and each party’s responsibilities. We strive to make our tax return process as straightforward and convenient as possible for you. Our goal is to minimize any hassle on your end while also making things as efficient as possible on our end. This allows us to deliver your returns expediently, while also bringing a high level of technical expertise and personal service.  What Is the Scope of This Engagement?  This engagement is limited to the professional services outlined in Your Tax Service Schedule. The objective of our services is to assist you with the calculation of your tax due and provide you with forms and schedules we believe are suitable for you to file with the Internal Revenue Service (“IRS”) and applicable state and local tax authorities and sufficient to comply with your tax filing obligations.  We will prepare the tax returns referenced in Your Service Schedule solely to assist you with your tax filing obligations with the IRS and applicable state and local tax authorities.  We will not prepare any tax returns other than those identified in Your Service Schedule, without your written request, and our written consent to do so.  Our engagement does not include any procedures designed to detect errors, fraud, theft, or other wrongdoing. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations. Our services are not intended to benefit or influence any third party, including any entity or investment which may seek to evaluate your creditworthiness or financial strength. You agree to indemnify and hold us harmless from any and all claims arising from the use of the tax returns for any purpose other than complying with your tax filing obligations, regardless of the nature of the claim, excepting claims arising from our gross negligence or intentional wrongful acts. You may request that we perform additional services not contemplated in this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that we amend the Agreement or issue a separate agreement to reflect the obligations of all parties. In the absence of any other written communications from us documenting additional services, our services will be limited to and governed by the terms of this Agreement. You have the final responsibility for the filing and content of your tax return(s).  Are These Services Included In This Engagement? Preparation of U.S. Federal and State Returns Yes. With this letter, you are engaging us to prepare your U.S. and state individual income tax returns. We will do so with the information you furnish to us in the process described below. If you have taxable income or loss in a state or locality other than your resident state, we will generally prepare your nonresident state or locality returns, as well, unless you indicate in advance that you prefer we not prepare these nonresident filings. State and Local Filing Obligations The preparation of any state or local tax return not listed in our Tax Service Schedule is not within the scope of our engagement. You are responsible for fulfilling your filing obligations with any state or local tax authorities, including but not limited to, income, franchise, sales, use, and property taxes or abandoned and unclaimed property. However, if upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you. If you are unsure if you have any other filing obligation with other state or local tax authorities, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have other state or local filing obligations. You will be responsible for tax due and penalties associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Bookkeeping Services If we are currently engaged in an ongoing bookkeeping agreement, these services will fall under the scope of our bookkeeping engagement letter. If we are not currently engaged in an ongoing bookkeeping agreement, we may determine that you require accounting and bookkeeping assistance solely for the purpose of preparing the tax returns. These services are typically outside the scope of tax return preparation and will be performed solely in accordance with the AICPA Code of Professional Conduct.  In the event we conclude that such services are necessary to prepare your tax returns, we will notify you of the need for these services and bill you for the required work. You agree to pay for those required services, if applicable. Tax Planning Services Unless Your Service Schedule lists Tax Planning, our engagement does not include tax advice which affects the calculation of tax due or the filing of tax forms and schedules for previous or future tax years. However, we may communicate potential tax strategies to you, and you may ask high-level questions of us. It is your responsibility to communicate to us, in writing, any interest in pursuing a tax strategy identified, or if you require more than a cursory response to your question. If you do not request our assistance in writing, we will infer that you do not wish to pursue any suggestion made to you. If you do request our assistance and we agree, we will confirm our understanding with you in a separate agreement prior to proceeding. We shall not be liable for any forgone tax or other benefits if you fail to advise us of your desire to investigate or pursue any tax strategy communicated to or by us. Any tax advice described in this paragraph and provided to you shall be governed by this Agreement and billed at our standard hourly rates. Prior-Year Returns If for the preparation of your current-year returns, you provide us with a copy of your prior-year returns, our review of the prior year’s tax return will necessarily be limited and may not find all errors. We will, however, bring to your attention errors that we do find. Similarly, if you become aware of any information affecting prior year tax returns, please contact us. If an error or information affecting prior year tax returns is discovered by you or us, we will discuss your options with you. If you ask us to prepare amended tax returns, and we agree, we will confirm this engagement in a separate written agreement. Preparation of Foreign Bank Account Reports (FBARs) You are responsible for informing us of all foreign financial assets and interests, including any financial interest in, or signature authority over assets, or financial accounts located in a foreign country. If, based on the information you have provided to us, we believe that you have a requirement to file FinCEN Form 114 (otherwise known as a Foreign Bank Account Report or “FBAR”), the preparation of your FBAR(s) will notify you and send a separate Engagement Letter. If you prefer that we not prepare your FBAR(s), you may opt-out by notifying us in writing. Corporate Transparency Act Beneficial Ownership Information Disclosures Assisting you with your compliance with the Corporate Transparency Act (“CTA”), including beneficial ownership information (“BOI”) reporting, is not within the scope of this engagement. You have sole responsibility for your compliance with the CTA, including its BOI reporting requirements and the collection of relevant ownership information. We shall have no liability resulting from your failure to comply with CTA. Information regarding the BOI reporting requirements can be found at https://www.fincen.gov/boi. Consider consulting with legal counsel if you have questions regarding the applicability of the CTA’s reporting requirements and issues surrounding the collection of relevant ownership information. Foreign Tax Returns You may have a filing requirement or tax liability in a foreign country. Generally, you are responsible for determining whether you must file and pay taxes in a foreign country and to comply with any requirements. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement. We do not prepare foreign tax returns.  Transfer Pricing Your transactions with related parties are subject to the transfer pricing rules of IRC §482, Allocation of Income and Deductions Among Taxpayers, which require that such transactions are conducted in an arm’s length manner IRC §482 permits Treasury to reallocate income and expense (“transfer pricing”) if it determines taxable income of commonly-owned or commonly-controlled businesses is not “clearly reflected,” or intercompany transactions between those businesses are not conducted at arm’s length. In transfer pricing, “arm’s length” is understood to infer a price at which unrelated parties would buy or sell, assuming no compulsion to transact. Treasury Regulations require documentation of inter-company transactions and payments (including intercompany debt/interest), and failure to substantiate those transactions may result in significant understatement and accuracy-related penalties. Analysis of transfer pricing is outside the scope of this engagement. Although we may inquire as to your documentation of intercompany transactions, it is your responsibility to assess your transfer pricing and complete/maintain any necessary documentation. What Are Your Responsibilities during the Tax Preparation Process? The responsibilities detailed in this section are not exhaustive, and our services to you may require additional responsibilities not listed. Timely Information and Clarifications You must provide all the information required for the preparation of complete and accurate returns. Our team is committed to getting your return done as efficiently as possible, but to do so, we need you to deliver all records and information we request in a timely manner. Failure to do so may result in your inability to file your returns or pay your tax due by the original filing due dates. You are responsible for fully and accurately disclosing to us all relevant facts affecting your returns.  To help you assemble the information needed for your returns, we will provide you with a questionnaire, organizer, and/or other document requesting specific information. Our questionnaires include deadlines for sending us your information, based on the type of return(s) you file and whether you hope to file by the original deadline, by the extended deadline, or after the deadlines. You are responsible for fully and accurately completing the income tax organizer, including any activities in which you engage outside of the U.S. or your home state. Please know that failure to provide information via completed questionnaires and organizers may require an extraordinary effort on our part, which may be reflected in our fee for service. If, during the course of your tax return preparation, we determine that additional information or clarifications are needed in order to complete your returns, we will let you know. You are responsible for providing such additional information in a timely manner so that we can prepare your returns efficiently and timely. We will rely upon the completeness and accuracy of the information and representations you provide to us. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. Please know that a lack of responses on your part may result in extraordinary follow-ups and efforts on our part, which may be reflected in an additional fee for service. If you fail to comply with the responsibilities as described in this Agreement, your actions or your inactions may result in economic or other loss to you, such as disallowance of tax deductions or credits claimed, additional tax, penalties or interest assessed against you, loss of administrative rights, or criminal punishment. You will be responsible for any loss suffered by you as a result of your failure to comply with your responsibilities, including any professional fees required to defend or correct changes made to your tax returns or prepare previously unfiled or amend previously filed tax returns. Reporting All Income You are responsible for identifying and communicating to us all income earned and received by you from any U.S. or non-U.S. source. Documentation You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Our workpapers do not satisfy your documentation responsibility. You should retain all documents that provide evidence and support for reported income, credits, deductions, and other information on your returns, as required under applicable tax laws and regulations. The IRS recommends that you maintain this documentation for as long as it may be relevant to your taxes. You represent that you have such documentation and can produce it, if necessary, to respond to any examination or inquiry by tax authorities. You will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees, resulting from the disallowance of tax deductions due to inadequate documentation. Personal Expenses In general, personal expenses are not deductible for income tax purposes. You are responsible for ensuring that personal expenses, if any, are separated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by documentation and records required by the IRS and other tax authorities. Digital Assets There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate, and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions. If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. Depending on the nature or volume of those transactions, a change to the scope of our services may be required. You are responsible for providing us with complete and accurate information, including basis, regarding any transactions in, or transactions that have used, digital assets during the applicable tax year.  U.S. Filing Obligations Related to Foreign Investments and Activities U.S. citizens and residents generally must report income and activities related to both domestic and foreign assets (worldwide income). You are responsible for fulfilling your filing obligations related to foreign activity where required. U.S. reporting requirements related to foreign activity are very complex. Contact us immediately if you have: Ownership of, investment in, or officer responsibilities for a corporation, partnership, or other business entity formed under the laws of another country; Fiduciary, grantor, or beneficiary relationships in connection with an entity formed under the laws of another country; Ownership of, signature authority over, or control over any financial account held in a financial institution located in another country; Citizenship or government-approved employment/visa status with a country other than the U.S. (including anyone in your immediate household, or your parents who live outside the U.S.); Transferred property, including cash, offshore either directly or through the purchase of or investment in an entity formed under the laws of another country; Received or have legally-recognizable rights to receive property, including cash, from a trust, business, or investment formed under the laws of another country or individual residing in another country; Conducted business with any entity or person physically located in another country, regardless of whether such business is for-profit, not for-profit, or informal/irregular; Received property, including cash, or income from a source outside of the U.S. which is not reported on a brokerage statement (such as a 1099-B or similar report); or Any other activity or economic arrangement which takes place outside of the U.S. Failure to timely file the required forms may result in substantial civil and/or criminal penalties. You agree to provide us with complete and accurate information regarding any foreign activity in which you have a direct or indirect interest, or over which you have signature authority, during the above referenced tax year. If you are unsure if you have any other filing obligation related to foreign activity, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have foreign activity absent information you provide to us. In any event, you will be responsible for tax due, penalties, and interest associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Foreign Filing Obligations You are responsible for complying with the tax filing requirements of any non-U.S. country. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement. Compensation and Withholding Compliance If you or your business compensates individuals (including household employees) for services performed, there are various federal, state, and/or local payroll tax and income tax obligations affecting both payor and payee. We will not provide employment, labor, or immigration law advice to you as part of our engagement, including the classification of workers as employees or independent contractors. You should seek the advice of an appropriate professional, such as an employment attorney, to address any classification or employment eligibility questions. You agree to indemnify and hold us harmless for any and all claims related to misclassification or improper eligibility of individuals whom you compensate for services, excepting claims arising from our gross negligence or intentional wrongful acts. If our service to you includes preparation of Form 1040, Schedule H, we will rely on information provided by you to support your filings and we will not audit or otherwise verify the data you submit to us. Further, you acknowledge it is your responsibility to both timely comply with all payroll tax and income tax filing and remittance obligations that apply to you, and to maintain all necessary documentation to support those filings and remittances. Such forms are due as early as January 31, and significant penalties may be assessed for late filing, non-filing, or filing of incorrect information. In some cases, penalties may also be assessed against responsible individuals, such as owners and officers, in their personal capacity. Preparation of these forms and calculation of any withholding amount due (excluding Form 1040, Schedule H where required) is not within the scope of this engagement. Ultimate Responsibility You are ultimately responsible for complying with any substantive or procedural tax law which applies to you, and for ensuring your tax returns and any required tax payments are timely received by the appropriate tax authority. Notwithstanding any term of this Agreement, this responsibility cannot be delegated to us. Our assistance related to your tax return is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update your return after the conclusion of the engagement for any reason. To the extent we provide written advice concerning federal tax matters, we will follow the applicable guidance contained in our professional standards. You have final responsibility for the accuracy of your tax returns and all schedules. We will provide you with a copy of your draft tax returns and accompanying schedules and statements for review. You agree to review and examine them carefully for accuracy and completeness. Tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations including failure to file or late filing of returns, and underpayment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. You have final responsibility for the payment of your taxes in whatever amount ultimately determined. You may choose to have funds automatically withdrawn from a designated account and transmitted when your tax return is electronically filed. We will not transmit partial payments. It is your responsibility to provide us with correct account and routing numbers, to review this information for accuracy prior to submission of your return, and to ensure that sufficient funds are available at the time of payment. We shall have no liability for any tax due, penalties, interest, or overdraft charges which may result from your failure to ensure sufficient funds are available at the time of payment. S Corporations: Are There Any Additional S Corporation Responsibilities During The Tax Preparation Process? Pass-Through Entity Tax Election Several states now permit eligible entities to elect to pay income tax on passed through income for the benefit of their owners (“pass-through entity tax” or “PTET”). A PTET election may be beneficial for entity owners whose maximum amount of deductible state taxes for federal income tax purposes is limited. The timing and requirements for each state’s pass-through entity tax regime varies and may be fact-specific. Analysis related to making a PTET election is not within the scope of this engagement. You are responsible for deciding whether to opt in or out of any PTET which may apply to you. Changes in Ownership You are responsible for advising us of any changes in ownership, including the death of a partner, so that it may be accurately reflected on the tax returns. A change in ownership of a partnership interest needs to be reported on your return, and also may have unanticipated tax consequences. Assistance with analysis of any change in ownership transaction is not within the scope of this engagement. Tax Basis Schedules The S corporation return discloses any adjusted balances in the Accumulated Adjustment Account (AAA), Other Adjustments Account (OAA) and Accumulated Earnings and Profits (E&P). However, it does not disclose each shareholder’s tax basis in S corporation stock or tax/at-risk basis in loans made to the S corporation. The IRS may examine any or all of these tax attributes to determine whether a shareholder is entitled to reduce their taxable income by some or all tax losses allocated from the S corporation, or avoid tax on certain distributions of cash from the S corporation. Properly understanding and calculating these attributes is necessary for preparation of both S corporation and shareholder tax returns. We will rely upon the historical balances disclosed on last year’s tax return. You are responsible for providing any necessary documentation to support transactions between the S corporation and its shareholders, including sale/redemption of S corporation stock and loans between the S corporation and its shareholders. You are also responsible for providing any necessary documentation to support transactions between shareholders involving S corporation stock, as these may impact your S corporation tax return. Additional analysis, such as recreating historical balances or analyzing proposed shareholder transactions is not within the scope of this engagement.  S Corporation Election You may be asked to provide proof of your S status to third parties, including taxing authorities, to confirm the proper taxation of your entity. You are responsible for retaining a copy of your S corporation election and acceptance by the IRS or the state. S Corporation Shareholder Agreements You should review your corporate buy-sell agreements and other stock agreements with your attorney to ensure these documents meet your goals for the transfer of corporate stock. Salaries and Wages for S Corporation Shareholders If an S corporation treats payments to a shareholder as non-taxable distributions rather than wages subject to self-employment taxes, the IRS may recharacterize those payments. You are responsible for determining the appropriate salaries or wages to pay shareholders.  If the IRS recharacterizes payments to a shareholder, the shareholder and S corporation may be responsible for employment taxes on the recharacterized amounts, as well as underpayment penalties and interest. You will be responsible for any liability, including but not limited to, additional tax, penalties, interest, and related professional fees, resulting from changes to S corporation shareholders’ salaries and wages. S Corporation Distributions Distributions from the S corporation to shareholders should be made according to IRS rules and regulations. This is generally on a per share/per day basis. Other factors, such as stock transfers, purchases of S corporation stock by the S corporation, state non-residency withholding, incentive compensation plans, and shareholder notes, may affect distributions for one or several shareholders. If distributions do not comply with IRS rules and regulations, the IRS may take corrective action, including the revocation of the entity’s S corporation election. Revocation of an entity’s S corporation election may result in unfavorable tax consequences, including double taxation and underpayment penalties and interest. It is your responsibility to ensure that shareholder distributions are made in conformity with S corporation rules. Schedule K-1 Distribution You are responsible for distributing a copy of the Schedule K-1s and K-3s, including any attachments, to each shareholder. What Are Forza CPA, PLLC’s Responsibilities Under This Engagement? As a CPA firm, our work is held to high standards. It is our duty to prepare your returns based on the same standard of care that a reasonable tax return preparer would exercise in this type of engagement. Unless otherwise noted, the applicable standard of care for a “reasonable tax return preparer” shall be based upon the following pronouncements: the Statements on Standards for Tax Services (“SSTS”) issued by the American Institute of Certified Public Accountants (“AICPA”); U.S. Treasury Department Circular 230 (“Circular 230”); and the Internal Revenue Code, Treasury Regulations, and any applicable state/local corollaries (collectively, “the Code”). As tax return preparers, these pronouncements restrict our ability to sign a tax return when the tax positions you report do not comply with tax law. We will be unable to sign your return and may terminate this Agreement if you: request that we report a tax position on your return which we feel is contrary to published guidance, frivolous, or a willful attempt to evade tax; request that we include a deduction, credit or refund on your return that we believe you do not qualify for; or decline to disclose a position wherein our professional judgment tax law requires disclosure. Forza CPA, PLLC will not make any management decisions or perform management functions on your behalf. What Positions Do We Take When Tax Law Is Not Clear? Arguable Positions If there are conflicting interpretations of tax law, or if tax law is unclear, we will explain the possible positions that may be taken in order for us to sign your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials and our professional standards. Tax reference materials include, but are not limited to, the Code, Revenue Rulings, Revenue Procedures, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. You will be responsible for these amounts, as well as any related professional fees you may incur, to respond to the tax authority. Reliance on Others There may be times when you engage another advisor to assist you. If you wish to take a tax position based upon the advice of another advisor, before we are able to sign your tax return, we must comply with the applicable provisions of the Code and the SSTS. We will review the other advisor’s work and may require a written statement from the advisor describing the statutory basis for the position and the suggested disclosure needed to appropriately report the position. If we believe additional research is required, we will discuss the matter with you. You agree to pay for the additional charges necessary to complete the disclosure or research as this is not included in the scope of our service. Moreover, you understand that the IRS, state or local tax authority may disagree with the position taken on the return. If this occurs, you will be responsible for any additional tax, penalties and interest, as well as any related professional fees, you may incur. If, after review of the work prepared by your other advisor, we determine that we are unable to sign the tax return, we will be unable to proceed and may terminate this Agreement. Substantial Understatement Penalties The IRS and many states impose harsher accuracy-related penalties (20%) for substantial understatement of tax. Substantial understatement of tax may be found where the tax that should be reported on your return is less than what is actually reported on your return, based on a statutory formula which defines when an understatement is “substantial”. In some cases, avoiding substantial understatement penalties can be achieved if the tax position is adequately disclosed in a method approved by the IRS. Similar rules may apply at the state level. While the decision to disclose or not disclose is yours, if we conclude that your return contains a tax position which we believe you are required to disclose, we will ask that you consent to include a disclosure in a method approved by the IRS. If you decline to disclose the tax position, we will be unable to proceed and may terminate this Agreement. Abusive Tax Strategies Certain tax positions or strategies, while not currently identified as “abusive” by the IRS, may ultimately be determined to be so in the future. Consequently, you agree to advise us of any transaction you have entered into that entitles you to disproportionate tax benefits (deductions, credits, or refunds), that generates significant income deferral or non-recognition, or that generates significant tax losses without corresponding cash impacts (“abusive tax strategy”). If you fail to timely notify us, in writing, of any abusive tax strategy you have entered into, you will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees. Reportable Transactions The law imposes substantial penalties on taxpayers and tax advisors for failure to disclose listed and other reportable transactions on Form 8886, Reportable Transaction Disclosure Statement and, in some cases, extends the statute of limitations tax authorities have to contest any tax return claiming those tax positions. In general, reportable transactions are potentially abusive transactions identified by the IRS that have a primary purpose of tax avoidance, including but not limited to listed transactions, confidential transactions, transactions with contractual protection, loss transactions, and transactions of interest (a definition of “reportable transactions” is located at https://www.irs.gov/instructions/i8886 and includes a link to a summary of listed transactions). If we conclude that your return contains a reportable transaction we believe you are required to disclose we will ask that you consent to include a disclosure, either on Form 8886 or other method approved by the IRS. If you decline to disclose the reportable transaction, we will be unable to proceed and may terminate this Agreement. How Do We Handle Extensions of Time to File Tax Returns?  The obligation to file a tax return and/or extension is solely that of the taxpayer. Although we will make every reasonably prudent effort to assist you with this obligation, this Agreement is not intended to and does not create an agent/principal relationship. By signing this Agreement, you understand that actual and timely receipt of your filings by the appropriate tax authority is the duty and responsibility of the taxpayer and the taxpayer alone. If you would like us to file an extension on your behalf, or if you need more time to gather your information and thus require an extension, just let us know. If you have not yet sent your tax information, then we require that you at least send us an executed copy of this Agreement, and your express written authorization to file an extension, before we can file one on your behalf. In some cases, your signature may be required on such applications prior to filing.  Failure to timely request an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial. If you submit your information to us after the information submittal cut-off date indicated in your tax questionnaire but before the original deadline, we will automatically file an extension on your behalf. If you prefer to file your own extension, then be sure to let us know at the time you submit your information. In some years, we can begin (and sometimes complete) returns that come in after the cut-off date, by the original filing deadline. However, we make no guarantees, and we often file protective extensions for these returns. If you prefer to file by the original due date of your returns (without an extension), then be sure to send your information early, and no later than the information submittal cut-off date indicated in your tax questionnaire. Our firm works on a first-in, first-out basis. The cut-off dates each year are set based on historical volumes. If you send your complete information by that date, then we typically finalize your returns in time to file by the original deadline. However, your submission by the cut-off date is not a guarantee that we will complete your returns by the original due date. In some cases, you or we may determine that additional time is needed to file your returns. For example, your return may include complexities that require further analysis or clarifications; you may be waiting on missing forms or other information after the cut-off; we may discover close to the deadline that additional information is needed; we may experience unprecedented high volumes; or you may want to take additional time to answer questions, review your returns, or send your e-file authorizations back to us. We reserve the right to unilaterally file and place any client on extension if we determine that our firm will be unable to complete a true, accurate, and complete tax return by the filing deadline. We also may file “protective” extensions at our discretion, during the last week of the filing deadline, to allow our clients more time to review their returns, ask questions, and submit their e-file forms, and to allow our team the necessary time to make any updates, complete reviews, and e-file. Please note that a tax return extension typically will not bring you higher on the IRS’s radar. In fact, the majority of returns historically selected for audit come from those filed by the original deadline, and many CPAs extend their returns as a matter of course. Applying for an extension of time to file may limit your ability to make certain elections, extend the time available for a government agency to undertake an examination of your return and/or extend the statute of limitations to file a legal action. Additionally, extensions may affect your liability for penalties and interest or compliance with governmental or other deadlines.  Penalties and Interest Charges Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file extensions or returns, late filing of returns, and underpayment or late payment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. How Do We Handle Extension Payments? Even if your tax return filing deadline is extended, all taxes owed must still be paid by the original filing due date. Otherwise, the tax authorities will charge penalties based on the amount owed and the date you ultimately pay it. It is often difficult to know how much to pay, as your tax return has not been completed yet, and U.S. tax returns have many factors that increase or decrease the final tax liability. You have several options for estimating and making extension payments: Make a rough, conservative (high) estimate, pay it by the original filing deadline, and expect a refund when the return is filed. This approach is common among our clients. It allows clients to avoid interest and penalties, while also knowing that if they have paid too much, the rest will be refunded when they file their returns (or can be applied to next year’s taxes, if they prefer). To calculate their estimated payment, clients consider their historical trends and changes from the prior year, and make a rough estimate. States typically apply higher interest rates than the IRS, so we advise being especially conservative (high) when making state payments. Skip the extension payment and just pay any tax due, with interest and penalties, when the return is filed. Some clients prefer this approach for its simplicity. It generally makes sense when they do not anticipate large balances due, and their situation is similar year-to-year. Engage us to calculate your estimated balances due (an additional fee applies). If you would like us to calculate the estimated amount you should pay by the original due date of your return, then you can let us know. We charge an additional fee for this service, as it often involves preparing a draft tax calculation based on draft tax numbers. Typically, extension calculations make sense for first-time filers, first-time residents, clients whose tax situations have changed substantially from the prior year, and clients who have high levels of income that fluctuate significantly from year to year. Otherwise, our fee may exceed any penalties and interest you would likely incur. To request that we prepare an extension payment calculation for you, you must notify us in writing and be sure to submit your tax information by the Extension Calculation Deadline in your tax questionnaire. If you submit your information (or request a calculation) after the Extension Calculation Deadline, then we may not see your request in time or have the capacity to prepare a calculation. In these cases, we assume no responsibility for assisting with extension estimates. How Do We Handle Quarterly Estimated Tax Payments? You may be required to make quarterly estimated tax payments in various tax jurisdictions. We calculate the estimated tax payments using the IRS Safe Harbor provision for the upcoming tax year based upon the information you provide to prepare your current year tax returns. Updating recommended quarterly estimated tax payments to more closely reflect your actual current year’s income is not within the scope of this engagement, unless requested by you, and agreed to by us, in writing. These services will be billed at our standard rates and will be subject to the terms of this agreement.  What Happens Once We Deliver Your Returns to You? Ultimately, you have the final responsibility for your income tax return, along with all schedules, attachments provided to support the filing, and any payments due. Once we send you your returns, you should review everything carefully for accuracy and completeness before signing the returns. If you have questions, you should reach out to your preparer timely, and we would be happy to assist. When we deliver your returns to you, we will send you filing instructions. If your returns qualify for e-filing, you are responsible for timely signing the e-file authorization forms and returning them to us by the cut-off times specified in our communications. For joint returns, both spouses must sign the e-file authorization before the return can be transmitted. You are also responsible for making any tax payments directly to the tax authorities. If we receive your signed e-file authorization forms, we will send you confirmation of e-file acceptance. If you fail to timely sign and return e-file authorization, we cannot and will not e-file any form on your behalf. In those situations, you will be solely responsible for any penalties or interest assessed against you. If you choose not to have your return e-filed, or if your return cannot be e-filed, we will deliver to you a paper copy suitable for mailing to the taxing authorities. Once delivered to you, you bear full responsibility for reviewing the paper returns for accuracy, and either signing and timely filing them, along with any payments due, or notifying us of any issue which may need to be addressed prior to filing. You are also responsible for maintaining proof of timely filing. Once our services have concluded, we shall have no obligation to notify you of future tax law developments affecting your return(s) except as may be required by Circular 230 or the SSTS related to errors we identify. Additional Information Provided after the Fact In reviewing their returns, some clients discover that they forgot to send us certain forms or information or inadvertently sent us incorrect information. We highly encourage you to be thorough in the original data you provide to us. If you provide us additional information after we send you your returns, we must redo already completed work. Given our heavy workload, we understandably do not want to redo work that we have already completed. If you provide additional information after we have delivered your return, we will assess a fee to update your return with the new information. If you provide such information close to a deadline, we may not be able to update your return by the deadline. In such a case, we may advise you to make payments before the deadline, to minimize interest and penalties, and we will update your returns as soon as we are able to do so. What Are Our Professional Fees for This Engagement?  Fees for our services will be charged according to Your Service Schedule. This fee is based upon the complexity of the expected work to be performed, our professional time and out-of-pocket expenses. Circumstances may arise that impact our estimated fee such as, but not limited to, (1) the timeliness, accuracy, or completeness of information you provide to us; (2) changes in your personnel, use of other advisors, or operations that impact our services; (3) mutually agreed changes in the scope of this engagement; or (4) other unanticipated items that arise during our engagement and that require additional time in order to complete the agreed-upon services. You agree to pay all fees and expenses incurred whether or not we complete the engagement. When and How Do Our Services Conclude Under This Engagement? Timing of the Engagement We expect to begin our services upon receipt of this executed Agreement, the completed income tax organizer and all documents requested either in the organizer or by our office. Our services under this Agreement will conclude: on the later of: the latest date of electronic acceptance of your tax returns by the relevant tax authority; the date we deliver the paper copy of your returns to you, upon written notification by either party that the Agreement is terminated; or one (1) year from the execution date of this Agreement, whichever comes first. Changing Tax Laws, Regulations, and Guidance Tax laws and regulations and/or their interpretation are subject to change at any time, and such changes may be retroactive in effect and may be applicable to advice given or other services rendered before their enactment dates. We do not assume responsibility (and will have no liability) for such changes occurring after the date we have completed our services. Any advice we may provide is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations. To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in Circular 230, §10.37, Requirements for Written Advice. Disassociation or Termination of Engagement Either party may terminate this agreement at any time upon written notice of termination to the other party. In the event of termination, you will be responsible for fees earned and expenses incurred through the actual date of termination. Should termination occur prior to the completion and delivery of the tax returns, then we will invoice you (on an hourly basis) for any work conducted between the time services were authorized (by the signing of this engagement letter) and the termination of the engagement. We will also return any original documents to you. What Happens If You Are Later Audited? Government Inquiries As you may be aware, tax returns and other filings are subject to examination by taxing authorities. We will generally be available to assist you in the event of an audit or any issue for which we have provided services under this agreement. If you are contacted by any governmental agency or tax authority, either for an examination or other inquiry, you may request our assistance in responding. However, unless otherwise indicated, our fees for these additional services are not included in our fee for the services covered by this agreement. Support for Examinations by Tax Authorities Not every interpretation of promulgated tax rules is straightforward and/or without uncertainty. Accordingly, we will use our professional judgment in preparing your returns. If a tax authority should later contest a position taken, or otherwise impose penalties and/or interest for non-compliance with tax laws and regulations, there may be an assessment of additional tax plus interest and/or penalties. We assume no liability for any such additional assessments. Any items resolved against you by the examining agent are subject to certain rights of appeal. In the event of an examination, we may be available to represent you. Since the selection of your return for review or examination is beyond our control, our fee to prepare your returns does not include responding to inquiries or examination by tax authorities, unless you have opted for, and are eligible to obtain, audit insurance as part of your tax return preparation services. In the event we are required by law, government regulation, subpoena, or other legal process, to produce documents or testimony with respect to this engagement, so long as we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel incurred in responding to such demands.

  • Letter of Engagement - Individual Form 1040

    Forza CPA, PLLC (“firm,” “we,” “us,” or “our”) is pleased to provide tax return preparation services to you, as described in Your Service Schedule.  Please read this Letter of Engagement, the attached Terms and Conditions Addendum, and any other attachments incorporated herein (collectively, “Agreement”). This Agreement details the nature and limitations of the services we will provide, the terms of our engagement, and each party’s responsibilities. We strive to make our tax return process as straightforward and convenient as possible for you. Our goal is to minimize any hassle on your end while also making things as efficient as possible on our end. This allows us to deliver your returns expediently, while also bringing a high level of technical expertise and personal service.  What Is the Scope of This Engagement?  This engagement is limited to the professional services outlined in Your Tax Service Schedule. The objective of our services is to assist you with the calculation of your tax due and provide you with forms and schedules we believe are suitable for you to file with the Internal Revenue Service (“IRS”) and applicable state and local tax authorities and sufficient to comply with your tax filing obligations.  We will prepare the tax returns referenced in Your Service Schedule solely to assist you with your tax filing obligations with the IRS and applicable state and local tax authorities.  We will not prepare any tax returns other than those identified in Your Service Schedule, without your written request, and our written consent to do so.  Our engagement does not include any procedures designed to detect errors, fraud, theft, or other wrongdoing. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations. Our services are not intended to benefit or influence any third party, including any entity or investment which may seek to evaluate your creditworthiness or financial strength. You agree to indemnify and hold us harmless from any and all claims arising from the use of the tax returns for any purpose other than complying with your tax filing obligations, regardless of the nature of the claim, excepting claims arising from our gross negligence or intentional wrongful acts. You may request that we perform additional services not contemplated in this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that we amend the Agreement or issue a separate agreement to reflect the obligations of all parties. In the absence of any other written communications from us documenting additional services, our services will be limited to and governed by the terms of this Agreement. You have the final responsibility for the filing and content of your tax return(s).  Are These Services Included In This Engagement? Preparation of U.S. Federal and State Returns Yes. With this letter, you are engaging us to prepare your U.S. and state individual income tax returns. We will do so with the information you furnish to us in the process described below. If you have taxable income or loss in a state or locality other than your resident state, we will generally prepare your nonresident state or locality returns, as well, unless you indicate in advance that you prefer we not prepare these nonresident filings. State and Local Filing Obligations The preparation of any state or local tax return not listed in our Tax Service Schedule is not within the scope of our engagement. You are responsible for fulfilling your filing obligations with any state or local tax authorities, including but not limited to, income, franchise, sales, use, and property taxes or abandoned and unclaimed property. However, if upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you. If you are unsure if you have any other filing obligation with other state or local tax authorities, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have other state or local filing obligations. You will be responsible for tax due and penalties associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Preparation of Certain Dependent Tax Returns In some cases, a dependent or minor child under your care and supervision may be required to file a U.S. income tax return, state income tax return, and/or International Informational Report (e.g., FinCEN Form 114 (FBAR)). Generally, if you request that we prepare such forms on your dependent’s behalf, we will consider that service to be covered under the current engagement as a “dependent tax filing,” and we will bill the preparation to you based on our most recent tax preparation fee schedule. However, in some circumstances, we may require that the preparation be handled under a separate engagement, with an additional Engagement Letter to be completed by you, the parent or guardian. In that case, we will notify you of the requirement for a separate engagement. Bookkeeping Services If we are currently engaged in an ongoing bookkeeping agreement, these services will fall under the scope of our bookkeeping engagement letter. If we are not currently engaged in an ongoing bookkeeping agreement, we may determine that you require accounting and bookkeeping assistance solely for the purpose of preparing the tax returns. These services are typically outside the scope of tax return preparation and will be performed solely in accordance with the AICPA Code of Professional Conduct.  In the event we conclude that such services are necessary to prepare your tax returns, we will notify you of the need for these services and bill you for the required work. You agree to pay for those required services, if applicable. Tax Planning Services Unless Your Service Schedule lists Tax Planning, our engagement does not include tax advice which affects the calculation of tax due or the filing of tax forms and schedules for previous or future tax years. However, we may communicate potential tax strategies to you, and you may ask high-level questions of us. It is your responsibility to communicate to us, in writing, any interest in pursuing a tax strategy identified, or if you require more than a cursory response to your question. If you do not request our assistance in writing, we will infer that you do not wish to pursue any suggestion made to you. If you do request our assistance and we agree, we will confirm our understanding with you in a separate agreement prior to proceeding. We shall not be liable for any forgone tax or other benefits if you fail to advise us of your desire to investigate or pursue any tax strategy communicated to or by us. Any tax advice described in this paragraph and provided to you shall be governed by this Agreement and billed at our standard hourly rates. Prior-Year Returns If for the preparation of your current-year returns, you provide us with a copy of your prior-year returns, our review of the prior year’s tax return will necessarily be limited and may not find all errors. We will, however, bring to your attention errors that we do find. Similarly, if you become aware of any information affecting prior year tax returns, please contact us. If an error or information affecting prior year tax returns is discovered by you or us, we will discuss your options with you. If you ask us to prepare amended tax returns, and we agree, we will confirm this engagement in a separate written agreement. Preparation of Foreign Bank Account Reports (FBARs) You are responsible for informing us of all foreign financial assets and interests, including any financial interest in, or signature authority over assets, or financial accounts located in a foreign country. If, based on the information you have provided to us, we believe that you have a requirement to file FinCEN Form 114 (otherwise known as a Foreign Bank Account Report or “FBAR”), the preparation of your FBAR(s) will notify you and send a separate Engagement Letter. If you prefer that we not prepare your FBAR(s), you may opt-out by notifying us in writing. Preparation of Forms 3520 and 3520-A (Foreign Gifts, Foreign Inheritance, Certain Foreign Trusts & Foreign Pensions) If, based on the information you have provided to us, we believe that you have a requirement to file Form 3520 and/or Form 3520-A, we will notify you and send a separate Engagement Letter. We will prepare those forms in conjunction with your individual tax returns, under the same terms. Returns for a Spouse Filing Separately In some cases, it may be determined that individuals who have filed or can file “married filing jointly” should in fact file “married filing separately.” If this is the case, then our firm would require both spouses to have separate paid engagements. Our full fee schedule would apply to both tax returns. Lastly, should the spouses want to discuss their respective tax returns with our firm, then we may require signed consent forms or signed conflict of interest waivers. Gift Tax Returns The IRS considers a gift to be any transfer to an individual, either directly or indirectly, where full consideration (measured in money or money’s worth) is not received in return. Under federal tax law, certain gifts are taxable and subject to an annual gift tax exclusion amount, which for 2024, is $17,000 per taxpayer. You are responsible for informing us if you have made any transfer of value for which you did not receive full consideration, such as, but not limited to, those made in trust, forgiveness of debt, or the use of property for which no or below-market rent was charged, as these may affect both income tax and gift tax returns. Should you request this additional service, and we agree to provide it, we will send you a separate engagement letter for these services. Corporate Transparency Act Beneficial Ownership Information Disclosures Assisting you with your compliance with the Corporate Transparency Act (“CTA”), including beneficial ownership information (“BOI”) reporting, is not within the scope of this engagement. You have sole responsibility for your compliance with the CTA, including its BOI reporting requirements and the collection of relevant ownership information. We shall have no liability resulting from your failure to comply with CTA. Information regarding the BOI reporting requirements can be found at https://www.fincen.gov/boi. Consider consulting with legal counsel if you have questions regarding the applicability of the CTA’s reporting requirements and issues surrounding the collection of relevant ownership information. Administrative Adjustments and Compliance with BBA If you are or were a partner at any time in a partnership and receive(d) Schedule K-1 (1065), you may receive a Form 8986, Partner’s Share of Adjustments to Partnership-Related Items. Form 8986 is used by partnerships to correct errors on previously filed partnership returns and to provide the IRS and partners with each partner’s share of those tax corrections. Recipients of Form 8986 must report this information and any additional tax due to the IRS on Form 8978, Partner’s Additional Year Reporting Tax, within a specified timeframe. Our services do not include assisting you with anything pertaining to Form 8986 and/or Form 8978 unless specifically identified in the Engagement Objective and Scope section. If you receive a Form 8986 once our work has begun but prior to the filing of your tax return, you are responsible for alerting us and requesting assistance. Additionally, the impact an adjustment from Form 8986 may have on any state return you have previously filed is unclear and may only be determined with additional research. If you do not alert us or request our assistance, we will infer that you have not received Form 8986 absent other information you provide to us. Foreign Tax Returns You may have a filing requirement or tax liability in a foreign country. Generally, you are responsible for determining whether you must file and pay taxes in a foreign country and to comply with any requirements. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement. We do not prepare foreign tax returns.  What Are Your Responsibilities during the Tax Preparation Process? The responsibilities detailed in this section are not exhaustive, and our services to you may require additional responsibilities not listed. Timely Information and Clarifications You must provide all the information required for the preparation of complete and accurate returns. Our team is committed to getting your return done as efficiently as possible, but to do so, we need you to deliver all records and information we request in a timely manner. Failure to do so may result in your inability to file your returns or pay your tax due by the original filing due dates. You are responsible for fully and accurately disclosing to us all relevant facts affecting your returns.  To help you assemble the information needed for your returns, we will provide you with a questionnaire, organizer, and/or other document requesting specific information. Our questionnaires include deadlines for sending us your information, based on the type of return(s) you file and whether you hope to file by the original deadline, by the extended deadline, or after the deadlines. You are responsible for fully and accurately completing the income tax organizer, including any activities in which you engage outside of the U.S. or your home state. Please know that failure to provide information via completed questionnaires and organizers may require an extraordinary effort on our part, which may be reflected in our fee for service. If, during the course of your tax return preparation, we determine that additional information or clarifications are needed in order to complete your returns, we will let you know. You are responsible for providing such additional information in a timely manner so that we can prepare your returns efficiently and timely. We will rely upon the completeness and accuracy of the information and representations you provide to us. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. Please know that a lack of responses on your part may result in extraordinary follow-ups and efforts on our part, which may be reflected in an additional fee for service. If you fail to comply with the responsibilities as described in this Agreement, your actions or your inactions may result in economic or other loss to you, such as disallowance of tax deductions or credits claimed, additional tax, penalties or interest assessed against you, loss of administrative rights, or criminal punishment. You will be responsible for any loss suffered by you as a result of your failure to comply with your responsibilities, including any professional fees required to defend or correct changes made to your tax returns or prepare previously unfiled or amend previously filed tax returns. Reporting All Income You are responsible for identifying and communicating to us all income earned and received by you from any U.S. or non-U.S. source. This includes income earned from gambling and online wagers, gig or hobby work, and activity for which you should receive a Form 1099-K (online sales) whether or not you actually receive a 1099-K. Documentation You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Our workpapers do not satisfy your documentation responsibility. You should retain all documents that provide evidence and support for reported income, credits, deductions, and other information on your returns, as required under applicable tax laws and regulations. The IRS recommends that you maintain this documentation for as long as it may be relevant to your taxes. You represent that you have such documentation and can produce it, if necessary, to respond to any examination or inquiry by tax authorities. You will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees, resulting from the disallowance of tax deductions due to inadequate documentation. Personal Expenses In general, personal expenses are not deductible for income tax purposes. You are responsible for ensuring that personal expenses, if any, are separated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by documentation and records required by the IRS and other tax authorities. Confidentiality for Filers of Joint Tax Returns If the tax returns prepared in connection with this engagement are filed using the married filing jointly filing status, both spouses are deemed to be clients of the firm under the terms of this agreement. Both spouses acknowledge that any tax return information, including supporting documents provided to us, used in the preparation of your joint return, and any communications made to us by either of you in connection with the preparation of your joint return, may ultimately be shared with either spouse, without prior consent of the other. Digital Assets There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate, and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions. If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. Depending on the nature or volume of those transactions, a change to the scope of our services may be required. You are responsible for providing us with complete and accurate information, including basis, regarding any transactions in, or transactions that have used, digital assets during the applicable tax year.  U.S. Filing Obligations Related to Foreign Investments and Activities U.S. citizens and residents generally must report income and activities related to both domestic and foreign assets (worldwide income). You are responsible for fulfilling your filing obligations related to foreign activity where required. U.S. reporting requirements related to foreign activity are very complex. Contact us immediately if you have: Ownership of, investment in, or officer responsibilities for a corporation, partnership, or other business entity formed under the laws of another country; Fiduciary, grantor, or beneficiary relationships in connection with an entity formed under the laws of another country; Ownership of, signature authority over, or control over any financial account held in a financial institution located in another country; Citizenship or government-approved employment/visa status with a country other than the U.S. (including anyone in your immediate household, or your parents who live outside the U.S.); Transferred property, including cash, offshore either directly or through the purchase of or investment in an entity formed under the laws of another country; Received or have legally-recognizable rights to receive property, including cash, from a trust, business, or investment formed under the laws of another country or individual residing in another country; Conducted business with any entity or person physically located in another country, regardless of whether such business is for-profit, not for-profit, or informal/irregular; Received property, including cash, or income from a source outside of the U.S. which is not reported on a brokerage statement (such as a 1099-B or similar report); or Any other activity or economic arrangement which takes place outside of the U.S. Failure to timely file the required forms may result in substantial civil and/or criminal penalties. You agree to provide us with complete and accurate information regarding any foreign activity in which you have a direct or indirect interest, or over which you have signature authority, during the above referenced tax year. If you are unsure if you have any other filing obligation related to foreign activity, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have foreign activity absent information you provide to us. In any event, you will be responsible for tax due, penalties, and interest associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Schedules K-3 If you are a partner or shareholder in certain pass-through entities, you may be required to obtain Schedules K-3, “Partner/Shareholder’s Share of Income, Deductions, Credits, etc. – International,” in addition to Schedules K-1. It is your responsibility to make sure that your pass-through entities are aware of your correct status (as a foreign or domestic partner/shareholder). It is also your responsibility to notify your pass-through entity timely (generally more than 30 days before the due date for the pass-through tax return) of your requirement to receive a Schedule K-3, if you are a foreign partner/shareholder or if you are a domestic partner/shareholder with foreign reporting requirements on your tax returns. Compensation and Withholding Compliance If you or your business compensates individuals (including household employees) for services performed, there are various federal, state, and/or local payroll tax and income tax obligations affecting both payor and payee. We will not provide employment, labor, or immigration law advice to you as part of our engagement, including the classification of workers as employees or independent contractors. You should seek the advice of an appropriate professional, such as an employment attorney, to address any classification or employment eligibility questions. You agree to indemnify and hold us harmless for any and all claims related to misclassification or improper eligibility of individuals whom you compensate for services, excepting claims arising from our gross negligence or intentional wrongful acts. If our service to you includes preparation of Form 1040, Schedule H, we will rely on information provided by you to support your filings and we will not audit or otherwise verify the data you submit to us. Further, you acknowledge it is your responsibility to both timely comply with all payroll tax and income tax filing and remittance obligations that apply to you, and to maintain all necessary documentation to support those filings and remittances. Such forms are due as early as January 31, and significant penalties may be assessed for late filing, non-filing, or filing of incorrect information. In some cases, penalties may also be assessed against responsible individuals, such as owners and officers, in their personal capacity. Preparation of these forms and calculation of any withholding amount due (excluding Form 1040, Schedule H where required) is not within the scope of this engagement. Ultimate Responsibility You are ultimately responsible for complying with any substantive or procedural tax law which applies to you, and for ensuring your tax returns and any required tax payments are timely received by the appropriate tax authority. Notwithstanding any term of this Agreement, this responsibility cannot be delegated to us. Our assistance related to your tax return is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update your return after the conclusion of the engagement for any reason. To the extent we provide written advice concerning federal tax matters, we will follow the applicable guidance contained in our professional standards. You have final responsibility for the accuracy of your tax returns and all schedules. We will provide you with a copy of your draft tax returns and accompanying schedules and statements for review. You agree to review and examine them carefully for accuracy and completeness. Tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations including failure to file or late filing of returns, and underpayment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. You have final responsibility for the payment of your taxes in whatever amount ultimately determined. You may choose to have funds automatically withdrawn from a designated account and transmitted when your tax return is electronically filed. We will not transmit partial payments. It is your responsibility to provide us with correct account and routing numbers, to review this information for accuracy prior to submission of your return, and to ensure that sufficient funds are available at the time of payment. We shall have no liability for any tax due, penalties, interest, or overdraft charges which may result from your failure to ensure sufficient funds are available at the time of payment. What Are Forza CPA, PLLC’s Responsibilities Under This Engagement? As a CPA firm, our work is held to high standards. It is our duty to prepare your returns based on the same standard of care that a reasonable tax return preparer would exercise in this type of engagement. Unless otherwise noted, the applicable standard of care for a “reasonable tax return preparer” shall be based upon the following pronouncements: the Statements on Standards for Tax Services (“SSTS”) issued by the American Institute of Certified Public Accountants (“AICPA”); U.S. Treasury Department Circular 230 (“Circular 230”); and the Internal Revenue Code, Treasury Regulations, and any applicable state/local corollaries (collectively, “the Code”). As tax return preparers, these pronouncements restrict our ability to sign a tax return when the tax positions you report do not comply with tax law. We will be unable to sign your return and may terminate this Agreement if you: request that we report a tax position on your return which we feel is contrary to published guidance, frivolous, or a willful attempt to evade tax; request that we include a deduction, credit or refund on your return that we believe you do not qualify for; or decline to disclose a position wherein our professional judgment tax law requires disclosure. Absent any direction from you, we will prepare your tax returns based upon your filing status (single, married filing jointly, married filing separately, head of household or qualifying widow[er] with dependent child) as reflected in your income tax returns for last year. Your filing status may be affected by any addition or subtraction to the members of your immediate household, a change in your marital status, or a change to the support you provide to individuals not in your immediate household. If you do not alert us, we will infer that you do not wish to change your filing status absent other information you provide to us. If your filing status has changed, you wish to change your filing status, or you have questions about your filing status, please contact us immediately. Forza CPA, PLLC will not make any management decisions or perform management functions on your behalf. What Positions Do We Take When Tax Law Is Not Clear? Arguable Positions If there are conflicting interpretations of tax law, or if tax law is unclear, we will explain the possible positions that may be taken in order for us to sign your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials and our professional standards. Tax reference materials include, but are not limited to, the Code, Revenue Rulings, Revenue Procedures, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. You will be responsible for these amounts, as well as any related professional fees you may incur, to respond to the tax authority. Reliance on Others There may be times when you engage another advisor to assist you. If you wish to take a tax position based upon the advice of another advisor, before we are able to sign your tax return, we must comply with the applicable provisions of the Code and the SSTS. We will review the other advisor’s work and may require a written statement from the advisor describing the statutory basis for the position and the suggested disclosure needed to appropriately report the position. If we believe additional research is required, we will discuss the matter with you. You agree to pay for the additional charges necessary to complete the disclosure or research as this is not included in the scope of our service. Moreover, you understand that the IRS, state or local tax authority may disagree with the position taken on the return. If this occurs, you will be responsible for any additional tax, penalties and interest, as well as any related professional fees, you may incur. If, after review of the work prepared by your other advisor, we determine that we are unable to sign the tax return, we will be unable to proceed and may terminate this Agreement. Substantial Understatement Penalties The IRS and many states impose harsher accuracy-related penalties (20%) for substantial understatement of tax. Substantial understatement of tax may be found where the tax that should be reported on your return is less than what is actually reported on your return, based on a statutory formula which defines when an understatement is “substantial”. In some cases, avoiding substantial understatement penalties can be achieved if the tax position is adequately disclosed in a method approved by the IRS. Similar rules may apply at the state level. While the decision to disclose or not disclose is yours, if we conclude that your return contains a tax position which we believe you are required to disclose, we will ask that you consent to include a disclosure in a method approved by the IRS. If you decline to disclose the tax position, we will be unable to proceed and may terminate this Agreement. Abusive Tax Strategies Certain tax positions or strategies, while not currently identified as “abusive” by the IRS, may ultimately be determined to be so in the future. Consequently, you agree to advise us of any transaction you have entered into that entitles you to disproportionate tax benefits (deductions, credits, or refunds), that generates significant income deferral or non-recognition, or that generates significant tax losses without corresponding cash impacts (“abusive tax strategy”). If you fail to timely notify us, in writing, of any abusive tax strategy you have entered into, you will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees. Reportable Transactions The law imposes substantial penalties on taxpayers and tax advisors for failure to disclose listed and other reportable transactions on Form 8886, Reportable Transaction Disclosure Statement and, in some cases, extends the statute of limitations tax authorities have to contest any tax return claiming those tax positions. In general, reportable transactions are potentially abusive transactions identified by the IRS that have a primary purpose of tax avoidance, including but not limited to listed transactions, confidential transactions, transactions with contractual protection, loss transactions, and transactions of interest (a definition of “reportable transactions” is located at https://www.irs.gov/instructions/i8886 and includes a link to a summary of listed transactions). If we conclude that your return contains a reportable transaction we believe you are required to disclose we will ask that you consent to include a disclosure, either on Form 8886 or other method approved by the IRS. If you decline to disclose the reportable transaction, we will be unable to proceed and may terminate this Agreement. How Do We Handle Extensions of Time to File Tax Returns?  The obligation to file a tax return and/or extension is solely that of the taxpayer. Although we will make every reasonably prudent effort to assist you with this obligation, this Agreement is not intended to and does not create an agent/principal relationship. By signing this Agreement, you understand that actual and timely receipt of your filings by the appropriate tax authority is the duty and responsibility of the taxpayer and the taxpayer alone. If you would like us to file an extension on your behalf, or if you need more time to gather your information and thus require an extension, just let us know. If you have not yet sent your tax information, then we require that you at least send us an executed copy of this Agreement, and your express written authorization to file an extension, before we can file one on your behalf. In some cases, your signature may be required on such applications prior to filing.  Failure to timely request an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial. If you submit your information to us after the information submittal cut-off date indicated in your tax questionnaire but before the original deadline, we will automatically file an extension on your behalf. If you prefer to file your own extension, then be sure to let us know at the time you submit your information. In some years, we can begin (and sometimes complete) returns that come in after the cut-off date, by the original filing deadline. However, we make no guarantees, and we often file protective extensions for these returns. If you prefer to file by the original due date of your returns (without an extension), then be sure to send your information early, and no later than the information submittal cut-off date indicated in your tax questionnaire. Our firm works on a first-in, first-out basis. The cut-off dates each year are set based on historical volumes. If you send your complete information by that date, then we typically finalize your returns in time to file by the original deadline. However, your submission by the cut-off date is not a guarantee that we will complete your returns by the original due date. In some cases, you or we may determine that additional time is needed to file your returns. For example, your return may include complexities that require further analysis or clarifications; you may be waiting on missing forms or other information after the cut-off; we may discover close to the deadline that additional information is needed; we may experience unprecedented high volumes; or you may want to take additional time to answer questions, review your returns, or send your e-file authorizations back to us. We reserve the right to unilaterally file and place any client on extension if we determine that our firm will be unable to complete a true, accurate, and complete tax return by the filing deadline. We also may file “protective” extensions at our discretion, during the last week of the filing deadline, to allow our clients more time to review their returns, ask questions, and submit their e-file forms, and to allow our team the necessary time to make any updates, complete reviews, and e-file. Please note that a tax return extension typically will not bring you higher on the IRS’s radar. In fact, the majority of returns historically selected for audit come from those filed by the original deadline, and many CPAs extend their returns as a matter of course. Applying for an extension of time to file may limit your ability to make certain elections, extend the time available for a government agency to undertake an examination of your return and/or extend the statute of limitations to file a legal action. Additionally, extensions may affect your liability for penalties and interest or compliance with governmental or other deadlines.  Penalties and Interest Charges Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file extensions or returns, late filing of returns, and underpayment or late payment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. How Do We Handle Extension Payments? Even if your tax return filing deadline is extended, all taxes owed must still be paid by the original filing due date. Otherwise, the tax authorities will charge penalties based on the amount owed and the date you ultimately pay it. It is often difficult to know how much to pay, as your tax return has not been completed yet, and U.S. tax returns have many factors that increase or decrease the final tax liability. You have several options for estimating and making extension payments: Make a rough, conservative (high) estimate, pay it by the original filing deadline, and expect a refund when the return is filed. This approach is common among our clients. It allows clients to avoid interest and penalties, while also knowing that if they have paid too much, the rest will be refunded when they file their returns (or can be applied to next year’s taxes, if they prefer). To calculate their estimated payment, clients consider their historical trends and changes from the prior year, and make a rough estimate. States typically apply higher interest rates than the IRS, so we advise being especially conservative (high) when making state payments. Skip the extension payment and just pay any tax due, with interest and penalties, when the return is filed. Some clients prefer this approach for its simplicity. It generally makes sense when they do not anticipate large balances due, and their situation is similar year-to-year. Engage us to calculate your estimated balances due (an additional fee applies). If you would like us to calculate the estimated amount you should pay by the original due date of your return, then you can let us know. We charge an additional fee for this service, as it often involves preparing a draft tax calculation based on draft tax numbers. Typically, extension calculations make sense for first-time filers, first-time residents, clients whose tax situations have changed substantially from the prior year, and clients who have high levels of income that fluctuate significantly from year to year. Otherwise, our fee may exceed any penalties and interest you would likely incur. To request that we prepare an extension payment calculation for you, you must notify us in writing and be sure to submit your tax information by the Extension Calculation Deadline in your tax questionnaire. If you submit your information (or request a calculation) after the Extension Calculation Deadline, then we may not see your request in time or have the capacity to prepare a calculation. In these cases, we assume no responsibility for assisting with extension estimates. How Do We Handle Quarterly Estimated Tax Payments? You may be required to make quarterly estimated tax payments in various tax jurisdictions. We calculate the estimated tax payments using the IRS Safe Harbor provision for the upcoming tax year based upon the information you provide to prepare your current year tax returns. Updating recommended quarterly estimated tax payments to more closely reflect your actual current year’s income is not within the scope of this engagement, unless requested by you, and agreed to by us, in writing. These services will be billed at our standard rates and will be subject to the terms of this agreement.  What Happens Once We Deliver Your Returns to You? Ultimately, you have the final responsibility for your income tax return, along with all schedules, attachments provided to support the filing, and any payments due. Once we send you your returns, you should review everything carefully for accuracy and completeness before signing the returns. If you have questions, you should reach out to your preparer timely, and we would be happy to assist. When we deliver your returns to you, we will send you filing instructions. If your returns qualify for e-filing, you are responsible for timely signing the e-file authorization forms and returning them to us by the cut-off times specified in our communications. For joint returns, both spouses must sign the e-file authorization before the return can be transmitted. You are also responsible for making any tax payments directly to the tax authorities. If we receive your signed e-file authorization forms, we will send you confirmation of e-file acceptance. If you fail to timely sign and return e-file authorization, we cannot and will not e-file any form on your behalf. In those situations, you will be solely responsible for any penalties or interest assessed against you. If you choose not to have your return e-filed, or if your return cannot be e-filed, we will deliver to you a paper copy suitable for mailing to the taxing authorities. Once delivered to you, you bear full responsibility for reviewing the paper returns for accuracy, and either signing and timely filing them, along with any payments due, or notifying us of any issue which may need to be addressed prior to filing. You are also responsible for maintaining proof of timely filing. Once our services have concluded, we shall have no obligation to notify you of future tax law developments affecting your return(s) except as may be required by Circular 230 or the SSTS related to errors we identify. Additional Information Provided after the Fact In reviewing their returns, some clients discover that they forgot to send us certain forms or information or inadvertently sent us incorrect information. We highly encourage you to be thorough in the original data you provide to us. If you provide us additional information after we send you your returns, we must redo already completed work. Given our heavy workload, we understandably do not want to redo work that we have already completed. If you provide additional information after we have delivered your return, we will assess a fee to update your return with the new information. If you provide such information close to a deadline, we may not be able to update your return by the deadline. In such a case, we may advise you to make payments before the deadline, to minimize interest and penalties, and we will update your returns as soon as we are able to do so. What Are Our Professional Fees for This Engagement?  Fees for our services will be charged according to Your Service Schedule. This fee is based upon the complexity of the expected work to be performed, our professional time and out-of-pocket expenses. Circumstances may arise that impact our estimated fee such as, but not limited to, (1) the timeliness, accuracy, or completeness of information you provide to us; (2) changes in your personnel, use of other advisors, or operations that impact our services; (3) mutually agreed changes in the scope of this engagement; or (4) other unanticipated items that arise during our engagement and that require additional time in order to complete the agreed-upon services. You agree to pay all fees and expenses incurred whether or not we complete the engagement. When and How Do Our Services Conclude Under This Engagement? Timing of the Engagement We expect to begin our services upon receipt of this executed Agreement, the completed income tax organizer and all documents requested either in the organizer or by our office. Our services under this Agreement will conclude: on the later of: the latest date of electronic acceptance of your tax returns by the relevant tax authority; the date we deliver the paper copy of your returns to you, upon written notification by either party that the Agreement is terminated; or one (1) year from the execution date of this Agreement, whichever comes first. Changing Tax Laws, Regulations, and Guidance Tax laws and regulations and/or their interpretation are subject to change at any time, and such changes may be retroactive in effect and may be applicable to advice given or other services rendered before their enactment dates. We do not assume responsibility (and will have no liability) for such changes occurring after the date we have completed our services. Any advice we may provide is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations. To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in Circular 230, §10.37, Requirements for Written Advice. Disassociation or Termination of Engagement Either party may terminate this agreement at any time upon written notice of termination to the other party. In the event of termination, you will be responsible for fees earned and expenses incurred through the actual date of termination. Should termination occur prior to the completion and delivery of the tax returns, then we will invoice you (on an hourly basis) for any work conducted between the time services were authorized (by the signing of this engagement letter) and the termination of the engagement. We will also return any original documents to you. What Happens If You Are Later Audited? Government Inquiries As you may be aware, tax returns and other filings are subject to examination by taxing authorities. We will generally be available to assist you in the event of an audit or any issue for which we have provided services under this agreement. If you are contacted by any governmental agency or tax authority, either for an examination or other inquiry, you may request our assistance in responding. However, unless otherwise indicated, our fees for these additional services are not included in our fee for the services covered by this agreement. Support for Examinations by Tax Authorities Not every interpretation of promulgated tax rules is straightforward and/or without uncertainty. Accordingly, we will use our professional judgment in preparing your returns. If a tax authority should later contest a position taken, or otherwise impose penalties and/or interest for non-compliance with tax laws and regulations, there may be an assessment of additional tax plus interest and/or penalties. We assume no liability for any such additional assessments. Any items resolved against you by the examining agent are subject to certain rights of appeal. In the event of an examination, we may be available to represent you. Since the selection of your return for review or examination is beyond our control, our fee to prepare your returns does not include responding to inquiries or examination by tax authorities, unless you have opted for, and are eligible to obtain, audit insurance as part of your tax return preparation services. In the event we are required by law, government regulation, subpoena, or other legal process, to produce documents or testimony with respect to this engagement, so long as we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel incurred in responding to such demands.

  • Letter of Engagement - Partnership Form 1065

    Forza CPA, PLLC (“firm,” “we,” “us,” or “our”) is pleased to provide tax return preparation services to you, as described in Your Service Schedule.  Please read this Letter of Engagement, the attached Terms and Conditions Addendum, and any other attachments incorporated herein (collectively, “Agreement”). This Agreement details the nature and limitations of the services we will provide, the terms of our engagement, and each party’s responsibilities. We strive to make our tax return process as straightforward and convenient as possible for you. Our goal is to minimize any hassle on your end while also making things as efficient as possible on our end. This allows us to deliver your returns expediently, while also bringing a high level of technical expertise and personal service.  What Is the Scope of This Engagement?  This engagement is limited to the professional services outlined in Your Tax Service Schedule. The objective of our services is to assist you with the calculation of your tax due and provide you with forms and schedules we believe are suitable for you to file with the Internal Revenue Service (“IRS”) and applicable state and local tax authorities and sufficient to comply with your tax filing obligations.  We will prepare the tax returns referenced in Your Service Schedule solely to assist you with your tax filing obligations with the IRS and applicable state and local tax authorities.  We will not prepare any tax returns other than those identified in Your Service Schedule, without your written request, and our written consent to do so.  Our engagement does not include any procedures designed to detect errors, fraud, theft, or other wrongdoing. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations. Our services are not intended to benefit or influence any third party, including any entity or investment which may seek to evaluate your creditworthiness or financial strength. You agree to indemnify and hold us harmless from any and all claims arising from the use of the tax returns for any purpose other than complying with your tax filing obligations, regardless of the nature of the claim, excepting claims arising from our gross negligence or intentional wrongful acts. You may request that we perform additional services not contemplated in this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that we amend the Agreement or issue a separate agreement to reflect the obligations of all parties. In the absence of any other written communications from us documenting additional services, our services will be limited to and governed by the terms of this Agreement. You have the final responsibility for the filing and content of your tax return(s).  Are These Services Included In This Engagement? Preparation of U.S. Federal and State Returns Yes. With this letter, you are engaging us to prepare your U.S. and state individual income tax returns. We will do so with the information you furnish to us in the process described below. If you have taxable income or loss in a state or locality other than your resident state, we will generally prepare your nonresident state or locality returns, as well, unless you indicate in advance that you prefer we not prepare these nonresident filings. State and Local Filing Obligations The preparation of any state or local tax return not listed in our Tax Service Schedule is not within the scope of our engagement. You are responsible for fulfilling your filing obligations with any state or local tax authorities, including but not limited to, income, franchise, sales, use, and property taxes or abandoned and unclaimed property. However, if upon review of the information you have provided to us, including information that comes to our attention, we believe that you may have additional filing obligations, we will notify you. If you are unsure if you have any other filing obligation with other state or local tax authorities, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have other state or local filing obligations. You will be responsible for tax due and penalties associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Bookkeeping Services If we are currently engaged in an ongoing bookkeeping agreement, these services will fall under the scope of our bookkeeping engagement letter. If we are not currently engaged in an ongoing bookkeeping agreement, we may determine that you require accounting and bookkeeping assistance solely for the purpose of preparing the tax returns. These services are typically outside the scope of tax return preparation and will be performed solely in accordance with the AICPA Code of Professional Conduct.  In the event we conclude that such services are necessary to prepare your tax returns, we will notify you of the need for these services and bill you for the required work. You agree to pay for those required services, if applicable. Tax Planning Services Unless Your Service Schedule lists Tax Planning, our engagement does not include tax advice which affects the calculation of tax due or the filing of tax forms and schedules for previous or future tax years. However, we may communicate potential tax strategies to you, and you may ask high-level questions of us. It is your responsibility to communicate to us, in writing, any interest in pursuing a tax strategy identified, or if you require more than a cursory response to your question. If you do not request our assistance in writing, we will infer that you do not wish to pursue any suggestion made to you. If you do request our assistance and we agree, we will confirm our understanding with you in a separate agreement prior to proceeding. We shall not be liable for any forgone tax or other benefits if you fail to advise us of your desire to investigate or pursue any tax strategy communicated to or by us. Any tax advice described in this paragraph and provided to you shall be governed by this Agreement and billed at our standard hourly rates. Prior-Year Returns If for the preparation of your current-year returns, you provide us with a copy of your prior-year returns, our review of the prior year’s tax return will necessarily be limited and may not find all errors. We will, however, bring to your attention errors that we do find. Similarly, if you become aware of any information affecting prior year tax returns, please contact us. If an error or information affecting prior year tax returns is discovered by you or us, we will discuss your options with you. If you ask us to prepare amended tax returns, and we agree, we will confirm this engagement in a separate written agreement. Preparation of Foreign Bank Account Reports (FBARs) You are responsible for informing us of all foreign financial assets and interests, including any financial interest in, or signature authority over assets, or financial accounts located in a foreign country. If, based on the information you have provided to us, we believe that you have a requirement to file FinCEN Form 114 (otherwise known as a Foreign Bank Account Report or “FBAR”), the preparation of your FBAR(s) will notify you and send a separate Engagement Letter. If you prefer that we not prepare your FBAR(s), you may opt-out by notifying us in writing. Corporate Transparency Act Beneficial Ownership Information Disclosures Assisting you with your compliance with the Corporate Transparency Act (“CTA”), including beneficial ownership information (“BOI”) reporting, is not within the scope of this engagement. You have sole responsibility for your compliance with the CTA, including its BOI reporting requirements and the collection of relevant ownership information. We shall have no liability resulting from your failure to comply with CTA. Information regarding the BOI reporting requirements can be found at https://www.fincen.gov/boi. Consider consulting with legal counsel if you have questions regarding the applicability of the CTA’s reporting requirements and issues surrounding the collection of relevant ownership information. Foreign Tax Returns You may have a filing requirement or tax liability in a foreign country. Generally, you are responsible for determining whether you must file and pay taxes in a foreign country and to comply with any requirements. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement. We do not prepare foreign tax returns.  Transfer Pricing Your transactions with related parties are subject to the transfer pricing rules of IRC §482, Allocation of Income and Deductions Among Taxpayers, which require that such transactions are conducted in an arm’s length manner IRC §482 permits Treasury to reallocate income and expense (“transfer pricing”) if it determines taxable income of commonly-owned or commonly-controlled businesses is not “clearly reflected,” or intercompany transactions between those businesses are not conducted at arm’s length. In transfer pricing, “arm’s length” is understood to infer a price at which unrelated parties would buy or sell, assuming no compulsion to transact. Treasury Regulations require documentation of inter-company transactions and payments (including intercompany debt/interest), and failure to substantiate those transactions may result in significant understatement and accuracy-related penalties. Analysis of transfer pricing is outside the scope of this engagement. Although we may inquire as to your documentation of intercompany transactions, it is your responsibility to assess your transfer pricing and complete/maintain any necessary documentation. What Are Your Responsibilities during the Tax Preparation Process? The responsibilities detailed in this section are not exhaustive, and our services to you may require additional responsibilities not listed. Timely Information and Clarifications You must provide all the information required for the preparation of complete and accurate returns. Our team is committed to getting your return done as efficiently as possible, but to do so, we need you to deliver all records and information we request in a timely manner. Failure to do so may result in your inability to file your returns or pay your tax due by the original filing due dates. You are responsible for fully and accurately disclosing to us all relevant facts affecting your returns.  To help you assemble the information needed for your returns, we will provide you with a questionnaire, organizer, and/or other document requesting specific information. Our questionnaires include deadlines for sending us your information, based on the type of return(s) you file and whether you hope to file by the original deadline, by the extended deadline, or after the deadlines. You are responsible for fully and accurately completing the income tax organizer, including any activities in which you engage outside of the U.S. or your home state. Please know that failure to provide information via completed questionnaires and organizers may require an extraordinary effort on our part, which may be reflected in our fee for service. If, during the course of your tax return preparation, we determine that additional information or clarifications are needed in order to complete your returns, we will let you know. You are responsible for providing such additional information in a timely manner so that we can prepare your returns efficiently and timely. We will rely upon the completeness and accuracy of the information and representations you provide to us. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. Please know that a lack of responses on your part may result in extraordinary follow-ups and efforts on our part, which may be reflected in an additional fee for service. If you fail to comply with the responsibilities as described in this Agreement, your actions or your inactions may result in economic or other loss to you, such as disallowance of tax deductions or credits claimed, additional tax, penalties or interest assessed against you, loss of administrative rights, or criminal punishment. You will be responsible for any loss suffered by you as a result of your failure to comply with your responsibilities, including any professional fees required to defend or correct changes made to your tax returns or prepare previously unfiled or amend previously filed tax returns. Reporting All Income You are responsible for identifying and communicating to us all income earned and received by you from any U.S. or non-U.S. source. Documentation You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. Our workpapers do not satisfy your documentation responsibility. You should retain all documents that provide evidence and support for reported income, credits, deductions, and other information on your returns, as required under applicable tax laws and regulations. The IRS recommends that you maintain this documentation for as long as it may be relevant to your taxes. You represent that you have such documentation and can produce it, if necessary, to respond to any examination or inquiry by tax authorities. You will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees, resulting from the disallowance of tax deductions due to inadequate documentation. Personal Expenses In general, personal expenses are not deductible for income tax purposes. You are responsible for ensuring that personal expenses, if any, are separated from business expenses and that expenses such as meals, travel, vehicle use, gifts, and related expenses are supported by documentation and records required by the IRS and other tax authorities. Digital Assets There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate, and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions. If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. Depending on the nature or volume of those transactions, a change to the scope of our services may be required. You are responsible for providing us with complete and accurate information, including basis, regarding any transactions in, or transactions that have used, digital assets during the applicable tax year.  U.S. Filing Obligations Related to Foreign Investments and Activities U.S. citizens and residents generally must report income and activities related to both domestic and foreign assets (worldwide income). You are responsible for fulfilling your filing obligations related to foreign activity where required. U.S. reporting requirements related to foreign activity are very complex. Contact us immediately if you have: Ownership of, investment in, or officer responsibilities for a corporation, partnership, or other business entity formed under the laws of another country; Fiduciary, grantor, or beneficiary relationships in connection with an entity formed under the laws of another country; Ownership of, signature authority over, or control over any financial account held in a financial institution located in another country; Citizenship or government-approved employment/visa status with a country other than the U.S. (including anyone in your immediate household, or your parents who live outside the U.S.); Transferred property, including cash, offshore either directly or through the purchase of or investment in an entity formed under the laws of another country; Received or have legally-recognizable rights to receive property, including cash, from a trust, business, or investment formed under the laws of another country or individual residing in another country; Conducted business with any entity or person physically located in another country, regardless of whether such business is for-profit, not for-profit, or informal/irregular; Received property, including cash, or income from a source outside of the U.S. which is not reported on a brokerage statement (such as a 1099-B or similar report); or Any other activity or economic arrangement which takes place outside of the U.S. Failure to timely file the required forms may result in substantial civil and/or criminal penalties. You agree to provide us with complete and accurate information regarding any foreign activity in which you have a direct or indirect interest, or over which you have signature authority, during the above referenced tax year. If you are unsure if you have any other filing obligation related to foreign activity, you are responsible for alerting us and requesting assistance. If you do not alert us or request assistance, we will infer that you do not have foreign activity absent information you provide to us. In any event, you will be responsible for tax due, penalties, and interest associated with the failure to file or untimely filing of any form for which we were not engaged to prepare. Foreign Filing Obligations You are responsible for complying with the tax filing requirements of any non-U.S. country. You acknowledge and agree that we have no responsibility to raise these issues with you and that any foreign filing obligation is not within the scope of this engagement. Compensation and Withholding Compliance If you or your business compensates individuals (including household employees) for services performed, there are various federal, state, and/or local payroll tax and income tax obligations affecting both payor and payee. We will not provide employment, labor, or immigration law advice to you as part of our engagement, including the classification of workers as employees or independent contractors. You should seek the advice of an appropriate professional, such as an employment attorney, to address any classification or employment eligibility questions. You agree to indemnify and hold us harmless for any and all claims related to misclassification or improper eligibility of individuals whom you compensate for services, excepting claims arising from our gross negligence or intentional wrongful acts. If our service to you includes preparation of Form 1040, Schedule H, we will rely on information provided by you to support your filings and we will not audit or otherwise verify the data you submit to us. Further, you acknowledge it is your responsibility to both timely comply with all payroll tax and income tax filing and remittance obligations that apply to you, and to maintain all necessary documentation to support those filings and remittances. Such forms are due as early as January 31, and significant penalties may be assessed for late filing, non-filing, or filing of incorrect information. In some cases, penalties may also be assessed against responsible individuals, such as owners and officers, in their personal capacity. Preparation of these forms and calculation of any withholding amount due (excluding Form 1040, Schedule H where required) is not within the scope of this engagement. Ultimate Responsibility You are ultimately responsible for complying with any substantive or procedural tax law which applies to you, and for ensuring your tax returns and any required tax payments are timely received by the appropriate tax authority. Notwithstanding any term of this Agreement, this responsibility cannot be delegated to us. Our assistance related to your tax return is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update your return after the conclusion of the engagement for any reason. To the extent we provide written advice concerning federal tax matters, we will follow the applicable guidance contained in our professional standards. You have final responsibility for the accuracy of your tax returns and all schedules. We will provide you with a copy of your draft tax returns and accompanying schedules and statements for review. You agree to review and examine them carefully for accuracy and completeness. Tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations including failure to file or late filing of returns, and underpayment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. You have final responsibility for the payment of your taxes in whatever amount ultimately determined. You may choose to have funds automatically withdrawn from a designated account and transmitted when your tax return is electronically filed. We will not transmit partial payments. It is your responsibility to provide us with correct account and routing numbers, to review this information for accuracy prior to submission of your return, and to ensure that sufficient funds are available at the time of payment. We shall have no liability for any tax due, penalties, interest, or overdraft charges which may result from your failure to ensure sufficient funds are available at the time of payment. Partnerships: Are There Any Additional Partnership Responsibilities During The Tax Preparation Process? Pass-Through Entity Tax Election Several states now permit eligible entities to elect to pay income tax on passed through income for the benefit of their owners (“pass-through entity tax” or “PTET”). A PTET election may be beneficial for entity owners whose maximum amount of deductible state taxes for federal income tax purposes is limited. The timing and requirements for each state’s pass-through entity tax regime varies and may be fact-specific. Analysis related to making a PTET election is not within the scope of this engagement. You are responsible for deciding whether to opt in or out of any PTET which may apply to you. Changes in Ownership You are responsible for advising us of any changes in ownership, including the death of a partner, so that it may be accurately reflected on the tax returns. A change in ownership of a partnership interest needs to be reported on your return, and also may have unanticipated tax consequences. Assistance with analysis of any change in ownership transaction is not within the scope of this engagement. Partnership or Limited Liability Company (LLC) Agreement  You should review your partnership or LLC agreement to ensure that it meets your goals for the transfer of ownership and distribution of income. Often, partnership agreements fail to address the transfer of ownership or may require updating as circumstances change. A review of your partnership or LLC agreement or analysis of proposed transactions under any existing or draft language is not within the scope of this engagement. Allocation of Partnership Income and Expenses You are responsible for reviewing partner Schedules K-1 and K-3 prior to filing, including verifying recipient identifying information, and agreeing to the accuracy of both the allocation of partnership income in accordance with the terms of the partnership agreement for capital account purposes, and the allocation of partnership taxable income, deduction, credit, and other allocable items presented on partner Schedules K-1 and K-3 for tax purposes. Tax Basis Schedules The partnership return discloses partner capital accounts and partner’s share of partnership debt on Schedule K-1. However, Schedule K-1 does not disclose each partner’s share of allocable loss which may be deducted at the individual level or track partner tax/at-risk basis. Differences between a partner’s capital account and tax basis in their partnership interest may exist which also affect allocations to the partners as presented on Schedule K-1. The IRS may examine any or all of these tax attributes to determine whether a partner is allocated the proper amount of partnership items, entitled to reduce taxable income as a result of tax losses allocated from a partnership, or avoid tax on certain distributions of cash from the partnership. Properly understanding and calculating these attributes is necessary for preparation of both partnership and partner tax returns. We will rely upon the historical balances disclosed on last year’s Schedule K-1, as well as the most recent executed partnership/operating agreement you provide to us. You are responsible for providing any necessary documentation to support transactions between the partnership and its partners, including sale/redemption of partnership interests and loans between the partnership and its partners. You are also responsible for providing any necessary documentation to support transactions between partners involving partnership interests, as these may impact your partnership return. Additional analysis, such as recreating historical balances or analyzing proposed partner transactions is not within the scope of this engagement. A partner or LLC member receiving a guaranteed salary payment is not regarded as an employee of the entity for the purpose of withholding or Social Security taxes. Any additional fringe benefits a partner or LLC member receives are not subject to withholding. These fringe benefits may, however, be included in the income of the partner or LLC member. You are responsible for informing us of the total guaranteed payments, including fringe benefits, received by each partner or LLC member. Partner Salaries The payment of wages or compensation by a partnership or LLC to individuals who are limited partners or LLC members raises reporting issues if those limited partners or LLC members receive a Schedule K-1 instead of a Form W-2 or Form 1099. You are responsible for providing us details of the total compensation paid to any partner or LLC member expected to receive a Schedule K-1, including fringe benefits, retirement benefits, or other in-kind value paid or provided. Schedule K-1 Distribution You are responsible for distributing a copy of the partnership or LLC’s Schedule K-1 and K-3s, including any attachments, to each partner or member. What Are Forza CPA, PLLC’s Responsibilities Under This Engagement? As a CPA firm, our work is held to high standards. It is our duty to prepare your returns based on the same standard of care that a reasonable tax return preparer would exercise in this type of engagement. Unless otherwise noted, the applicable standard of care for a “reasonable tax return preparer” shall be based upon the following pronouncements: the Statements on Standards for Tax Services (“SSTS”) issued by the American Institute of Certified Public Accountants (“AICPA”); U.S. Treasury Department Circular 230 (“Circular 230”); and the Internal Revenue Code, Treasury Regulations, and any applicable state/local corollaries (collectively, “the Code”). As tax return preparers, these pronouncements restrict our ability to sign a tax return when the tax positions you report do not comply with tax law. We will be unable to sign your return and may terminate this Agreement if you: request that we report a tax position on your return which we feel is contrary to published guidance, frivolous, or a willful attempt to evade tax; request that we include a deduction, credit or refund on your return that we believe you do not qualify for; or decline to disclose a position wherein our professional judgment tax law requires disclosure. Forza CPA, PLLC will not make any management decisions or perform management functions on your behalf. What Positions Do We Take When Tax Law Is Not Clear? Arguable Positions If there are conflicting interpretations of tax law, or if tax law is unclear, we will explain the possible positions that may be taken in order for us to sign your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials and our professional standards. Tax reference materials include, but are not limited to, the Code, Revenue Rulings, Revenue Procedures, court cases, and similar state and local guidance. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. You will be responsible for these amounts, as well as any related professional fees you may incur, to respond to the tax authority. Reliance on Others There may be times when you engage another advisor to assist you. If you wish to take a tax position based upon the advice of another advisor, before we are able to sign your tax return, we must comply with the applicable provisions of the Code and the SSTS. We will review the other advisor’s work and may require a written statement from the advisor describing the statutory basis for the position and the suggested disclosure needed to appropriately report the position. If we believe additional research is required, we will discuss the matter with you. You agree to pay for the additional charges necessary to complete the disclosure or research as this is not included in the scope of our service. Moreover, you understand that the IRS, state or local tax authority may disagree with the position taken on the return. If this occurs, you will be responsible for any additional tax, penalties and interest, as well as any related professional fees, you may incur. If, after review of the work prepared by your other advisor, we determine that we are unable to sign the tax return, we will be unable to proceed and may terminate this Agreement. Substantial Understatement Penalties The IRS and many states impose harsher accuracy-related penalties (20%) for substantial understatement of tax. Substantial understatement of tax may be found where the tax that should be reported on your return is less than what is actually reported on your return, based on a statutory formula which defines when an understatement is “substantial”. In some cases, avoiding substantial understatement penalties can be achieved if the tax position is adequately disclosed in a method approved by the IRS. Similar rules may apply at the state level. While the decision to disclose or not disclose is yours, if we conclude that your return contains a tax position which we believe you are required to disclose, we will ask that you consent to include a disclosure in a method approved by the IRS. If you decline to disclose the tax position, we will be unable to proceed and may terminate this Agreement. Abusive Tax Strategies Certain tax positions or strategies, while not currently identified as “abusive” by the IRS, may ultimately be determined to be so in the future. Consequently, you agree to advise us of any transaction you have entered into that entitles you to disproportionate tax benefits (deductions, credits, or refunds), that generates significant income deferral or non-recognition, or that generates significant tax losses without corresponding cash impacts (“abusive tax strategy”). If you fail to timely notify us, in writing, of any abusive tax strategy you have entered into, you will be responsible for any liability, including but not limited to, additional tax, penalties, interest and related professional fees. Reportable Transactions The law imposes substantial penalties on taxpayers and tax advisors for failure to disclose listed and other reportable transactions on Form 8886, Reportable Transaction Disclosure Statement and, in some cases, extends the statute of limitations tax authorities have to contest any tax return claiming those tax positions. In general, reportable transactions are potentially abusive transactions identified by the IRS that have a primary purpose of tax avoidance, including but not limited to listed transactions, confidential transactions, transactions with contractual protection, loss transactions, and transactions of interest (a definition of “reportable transactions” is located at https://www.irs.gov/instructions/i8886 and includes a link to a summary of listed transactions). If we conclude that your return contains a reportable transaction we believe you are required to disclose we will ask that you consent to include a disclosure, either on Form 8886 or other method approved by the IRS. If you decline to disclose the reportable transaction, we will be unable to proceed and may terminate this Agreement. How Do We Handle Extensions of Time to File Tax Returns?  The obligation to file a tax return and/or extension is solely that of the taxpayer. Although we will make every reasonably prudent effort to assist you with this obligation, this Agreement is not intended to and does not create an agent/principal relationship. By signing this Agreement, you understand that actual and timely receipt of your filings by the appropriate tax authority is the duty and responsibility of the taxpayer and the taxpayer alone. If you would like us to file an extension on your behalf, or if you need more time to gather your information and thus require an extension, just let us know. If you have not yet sent your tax information, then we require that you at least send us an executed copy of this Agreement, and your express written authorization to file an extension, before we can file one on your behalf. In some cases, your signature may be required on such applications prior to filing.  Failure to timely request an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial. If you submit your information to us after the information submittal cut-off date indicated in your tax questionnaire but before the original deadline, we will automatically file an extension on your behalf. If you prefer to file your own extension, then be sure to let us know at the time you submit your information. In some years, we can begin (and sometimes complete) returns that come in after the cut-off date, by the original filing deadline. However, we make no guarantees, and we often file protective extensions for these returns. If you prefer to file by the original due date of your returns (without an extension), then be sure to send your information early, and no later than the information submittal cut-off date indicated in your tax questionnaire. Our firm works on a first-in, first-out basis. The cut-off dates each year are set based on historical volumes. If you send your complete information by that date, then we typically finalize your returns in time to file by the original deadline. However, your submission by the cut-off date is not a guarantee that we will complete your returns by the original due date. In some cases, you or we may determine that additional time is needed to file your returns. For example, your return may include complexities that require further analysis or clarifications; you may be waiting on missing forms or other information after the cut-off; we may discover close to the deadline that additional information is needed; we may experience unprecedented high volumes; or you may want to take additional time to answer questions, review your returns, or send your e-file authorizations back to us. We reserve the right to unilaterally file and place any client on extension if we determine that our firm will be unable to complete a true, accurate, and complete tax return by the filing deadline. We also may file “protective” extensions at our discretion, during the last week of the filing deadline, to allow our clients more time to review their returns, ask questions, and submit their e-file forms, and to allow our team the necessary time to make any updates, complete reviews, and e-file. Please note that a tax return extension typically will not bring you higher on the IRS’s radar. In fact, the majority of returns historically selected for audit come from those filed by the original deadline, and many CPAs extend their returns as a matter of course. Applying for an extension of time to file may limit your ability to make certain elections, extend the time available for a government agency to undertake an examination of your return and/or extend the statute of limitations to file a legal action. Additionally, extensions may affect your liability for penalties and interest or compliance with governmental or other deadlines.  Penalties and Interest Charges Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file extensions or returns, late filing of returns, and underpayment or late payment of taxes. You will be responsible for the payment of any additional tax, penalties, and interest charges imposed by tax authorities. How Do We Handle Extension Payments? Even if your tax return filing deadline is extended, all taxes owed must still be paid by the original filing due date. Otherwise, the tax authorities will charge penalties based on the amount owed and the date you ultimately pay it. It is often difficult to know how much to pay, as your tax return has not been completed yet, and U.S. tax returns have many factors that increase or decrease the final tax liability. You have several options for estimating and making extension payments: Make a rough, conservative (high) estimate, pay it by the original filing deadline, and expect a refund when the return is filed. This approach is common among our clients. It allows clients to avoid interest and penalties, while also knowing that if they have paid too much, the rest will be refunded when they file their returns (or can be applied to next year’s taxes, if they prefer). To calculate their estimated payment, clients consider their historical trends and changes from the prior year, and make a rough estimate. States typically apply higher interest rates than the IRS, so we advise being especially conservative (high) when making state payments. Skip the extension payment and just pay any tax due, with interest and penalties, when the return is filed. Some clients prefer this approach for its simplicity. It generally makes sense when they do not anticipate large balances due, and their situation is similar year-to-year. Engage us to calculate your estimated balances due (an additional fee applies). If you would like us to calculate the estimated amount you should pay by the original due date of your return, then you can let us know. We charge an additional fee for this service, as it often involves preparing a draft tax calculation based on draft tax numbers. Typically, extension calculations make sense for first-time filers, first-time residents, clients whose tax situations have changed substantially from the prior year, and clients who have high levels of income that fluctuate significantly from year to year. Otherwise, our fee may exceed any penalties and interest you would likely incur. To request that we prepare an extension payment calculation for you, you must notify us in writing and be sure to submit your tax information by the Extension Calculation Deadline in your tax questionnaire. If you submit your information (or request a calculation) after the Extension Calculation Deadline, then we may not see your request in time or have the capacity to prepare a calculation. In these cases, we assume no responsibility for assisting with extension estimates. How Do We Handle Quarterly Estimated Tax Payments? You may be required to make quarterly estimated tax payments in various tax jurisdictions. We calculate the estimated tax payments using the IRS Safe Harbor provision for the upcoming tax year based upon the information you provide to prepare your current year tax returns. Updating recommended quarterly estimated tax payments to more closely reflect your actual current year’s income is not within the scope of this engagement, unless requested by you, and agreed to by us, in writing. These services will be billed at our standard rates and will be subject to the terms of this agreement.  What Happens Once We Deliver Your Returns to You? Ultimately, you have the final responsibility for your income tax return, along with all schedules, attachments provided to support the filing, and any payments due. Once we send you your returns, you should review everything carefully for accuracy and completeness before signing the returns. If you have questions, you should reach out to your preparer timely, and we would be happy to assist. When we deliver your returns to you, we will send you filing instructions. If your returns qualify for e-filing, you are responsible for timely signing the e-file authorization forms and returning them to us by the cut-off times specified in our communications. For joint returns, both spouses must sign the e-file authorization before the return can be transmitted. You are also responsible for making any tax payments directly to the tax authorities. If we receive your signed e-file authorization forms, we will send you confirmation of e-file acceptance. If you fail to timely sign and return e-file authorization, we cannot and will not e-file any form on your behalf. In those situations, you will be solely responsible for any penalties or interest assessed against you. If you choose not to have your return e-filed, or if your return cannot be e-filed, we will deliver to you a paper copy suitable for mailing to the taxing authorities. Once delivered to you, you bear full responsibility for reviewing the paper returns for accuracy, and either signing and timely filing them, along with any payments due, or notifying us of any issue which may need to be addressed prior to filing. You are also responsible for maintaining proof of timely filing. Once our services have concluded, we shall have no obligation to notify you of future tax law developments affecting your return(s) except as may be required by Circular 230 or the SSTS related to errors we identify. Additional Information Provided after the Fact In reviewing their returns, some clients discover that they forgot to send us certain forms or information or inadvertently sent us incorrect information. We highly encourage you to be thorough in the original data you provide to us. If you provide us additional information after we send you your returns, we must redo already completed work. Given our heavy workload, we understandably do not want to redo work that we have already completed. If you provide additional information after we have delivered your return, we will assess a fee to update your return with the new information. If you provide such information close to a deadline, we may not be able to update your return by the deadline. In such a case, we may advise you to make payments before the deadline, to minimize interest and penalties, and we will update your returns as soon as we are able to do so. What Are Our Professional Fees for This Engagement?  Fees for our services will be charged according to Your Service Schedule. This fee is based upon the complexity of the expected work to be performed, our professional time and out-of-pocket expenses. Circumstances may arise that impact our estimated fee such as, but not limited to, (1) the timeliness, accuracy, or completeness of information you provide to us; (2) changes in your personnel, use of other advisors, or operations that impact our services; (3) mutually agreed changes in the scope of this engagement; or (4) other unanticipated items that arise during our engagement and that require additional time in order to complete the agreed-upon services. You agree to pay all fees and expenses incurred whether or not we complete the engagement. When and How Do Our Services Conclude Under This Engagement? Timing of the Engagement We expect to begin our services upon receipt of this executed Agreement, the completed income tax organizer and all documents requested either in the organizer or by our office. Our services under this Agreement will conclude: on the later of: the latest date of electronic acceptance of your tax returns by the relevant tax authority; the date we deliver the paper copy of your returns to you, upon written notification by either party that the Agreement is terminated; or one (1) year from the execution date of this Agreement, whichever comes first. Changing Tax Laws, Regulations, and Guidance Tax laws and regulations and/or their interpretation are subject to change at any time, and such changes may be retroactive in effect and may be applicable to advice given or other services rendered before their enactment dates. We do not assume responsibility (and will have no liability) for such changes occurring after the date we have completed our services. Any advice we may provide is based upon tax reference materials, facts, assumptions, and representations that are subject to change. We will not update our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations. To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in Circular 230, §10.37, Requirements for Written Advice. Disassociation or Termination of Engagement Either party may terminate this agreement at any time upon written notice of termination to the other party. In the event of termination, you will be responsible for fees earned and expenses incurred through the actual date of termination. Should termination occur prior to the completion and delivery of the tax returns, then we will invoice you (on an hourly basis) for any work conducted between the time services were authorized (by the signing of this engagement letter) and the termination of the engagement. We will also return any original documents to you. What Happens If You Are Later Audited? Government Inquiries As you may be aware, tax returns and other filings are subject to examination by taxing authorities. We will generally be available to assist you in the event of an audit or any issue for which we have provided services under this agreement. If you are contacted by any governmental agency or tax authority, either for an examination or other inquiry, you may request our assistance in responding. However, unless otherwise indicated, our fees for these additional services are not included in our fee for the services covered by this agreement. Support for Examinations by Tax Authorities Not every interpretation of promulgated tax rules is straightforward and/or without uncertainty. Accordingly, we will use our professional judgment in preparing your returns. If a tax authority should later contest a position taken, or otherwise impose penalties and/or interest for non-compliance with tax laws and regulations, there may be an assessment of additional tax plus interest and/or penalties. We assume no liability for any such additional assessments. Any items resolved against you by the examining agent are subject to certain rights of appeal. In the event of an examination, we may be available to represent you. Since the selection of your return for review or examination is beyond our control, our fee to prepare your returns does not include responding to inquiries or examination by tax authorities, unless you have opted for, and are eligible to obtain, audit insurance as part of your tax return preparation services. In the event we are required by law, government regulation, subpoena, or other legal process, to produce documents or testimony with respect to this engagement, so long as we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel incurred in responding to such demands.

  • Terms & Conditions Addendum

    Overview This addendum to the engagement letter describes our standard terms and conditions (“Terms and Conditions Addendum”) related to our provision of services to you. This addendum, and the accompanying engagement letter(s), comprise your agreement with us (“Agreement”). If there is any inconsistency between the engagement letter(s) and this Terms and Conditions Addendum, the engagement letter(s) will prevail. For the purposes of this Terms and Conditions Addendum, any reference to “firm,” “we,” “us,” or “our” is a reference to Forza CPA, PLLC, and any reference to “you,” or “your” is a reference to the party or parties that have engaged us to provide services.  Billing and Payment Terms Services may be billed on a fixed-rate or hourly basis as outlined in Your Service Schedule. If a fixed rate cannot be provided, we will quote an hourly rate for project-based work and notify you of the time used before issuing the final bill. Our fees will be based on our regular billing rates, plus out-of-pocket expenses, applicable taxes, and any separate software fees. Additional services will be billed separately. If our Agreement requires a retainer upon execution, the retainer will be earned as our professional time is incurred. It will be applied to the final billing, and any unused balance will be refunded at the end of the engagement. We will submit invoices as services are performed. Payment is due upon receipt of the invoice. If payment is not received timely, we reserve the right to charge interest at 12% per annum. Any unpaid balances requiring collection will be subject to additional fees, including collection and legal costs. All outstanding invoices must be paid prior to the release of the work-product(s) specified in the Agreement. We reserve the right to suspend or terminate our work for non-payment of fees. In the event that work is discontinued, either temporarily or permanently, as a result of delinquent or non-payment, we shall not be liable for any loss you may incur as a result of the work stoppage, including penalties and interest. In such cases, you assume all risk associated with your failure to meet any governmental or other deadlines. Any monthly recurring fees are reviewed quarterly, and adjustments may be made based on the volume of transactions, complexity of services, or other factors. Any changes in fees will be communicated to you in advance. Disengagement or Termination of Services Either party may terminate this agreement at any time upon written notice of termination to the other party. You understand and agree that we may withdraw from the present engagement at any time for any reason at our sole discretion. In particular, you agree that if you fail to provide the requested information or pay for services for this engagement on the agreed-upon schedule, we either may discontinue performing services for you until all outstanding balances are paid and/or may withdraw from the engagement. If our work is suspended due to lack of payment and we later receive payment from you along with your request that we resume services, we may provide you with an updated timeline for the completion of any past-due work. We are under no obligation to resume services. You understand that this may result in significant delays in processing. If this Agreement is terminated before services are completed, you agree to pay all fees and expenses we incur through the effective date of termination. Conflicts of Interest If we, in our sole discretion, believe a conflict of interest has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of our firm or the ethical standards of our profession, we may be required to terminate our services without issuing our work product. We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client.  Third-Party Service Providers or Subcontractors We may use third-party service providers, subcontractors, commercially-available artificial intelligence, or software tools, some of which may utilize or offer artificial intelligence capabilities (collectively, “external party” or “external parties”), to assist us where necessary to help provide professional services to you or support the needs of our firm. You consent to our use of external parties. Our firm remains responsible for exercising reasonable care in providing our services, and our services and work product will be subjected to our firm's customary quality control procedures. We may provide your confidential information to external parties in support of our services. You consent to the disclosure of your confidential information to those external parties. We take reasonably prudent business care consistent with our professional standards to prevent the unauthorized release of your confidential information.  In certain circumstances, we may require a separate, written consent from you before your information is transmitted to an external party or parties. Portals We utilize various portals, which are collaborative, virtual workspaces in a protected, online environment. These portals permit real-time collaboration across geographic boundaries and time zones and allows Forza CPA, PLLC and you to share data, engagement information, and deliverables in a protected environment. In order to use these portals, you may be required to execute a portal agreement and agree to be bound by the portal provider’s terms, conditions, and limitations of such agreement. You agree that we have no responsibility for the activities of these portals and agree to indemnify and hold us harmless with respect to any and all claims arising from your misuse. Forza CPA, PLLC is not a host for any of your information. You are responsible for maintaining your own copy of this information. We do not provide backup services for any of your data or records, including information we provide to you. Information on a portal may be deleted by Forza CPA, PLLC with or without notice to you. If you decide to transmit your confidential information to us in a manner other than a secure portal, you accept responsibility for any and all unauthorized access to your confidential information. If you request that we transmit confidential information to you in a manner other than a secure portal, you agree that we are not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending confidential information in a manner other than a secure portal, and (b) any loss arising as a result of any virus being passed on or with, or arising from any alteration of, any email message. Record Retention and Ownership Forza CPA, PLLC requests that you provide all documents needed for us to complete our work in an electronic format. We will return any original physical records and documents you provide to us. Our copies of your records and documents are solely for our documentation purposes and are not a substitute for your own record-keeping obligations under any applicable laws or regulations. You are responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to you by us. If we provide deliverables or other records to you via an information portal, you must download this information within 30 days. Professional standards may preclude us from being the sole repository of your original data, records, or information. Workpapers and other items created by us to support the delivery of our services are our property and will remain in our control. We will consider requests for copies of workpapers and other items created by us in accordance with the AICPA Code of Professional Conduct. Our workpapers will be maintained by us in accordance with our firm’s record retention policy and any applicable legal and regulatory requirements.  Catastrophic events or physical deterioration may result in damage to or destruction of our firm’s records, causing the records to be unavailable before the expiration of the retention period, as stated in our record retention policy. Working Paper Access Requests by Regulators and Others State, federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. Requests also may arise with respect to peer review, an ethics investigation, the sale of your organization, or the sale of our accounting practice. If requested, access to such workpapers will only be provided under the supervision of firm personnel. Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies. If we receive such a request, we agree to inform you of it as soon as practicable unless we are prohibited from doing so by applicable laws or regulations. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request. If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests. Summons or Subpoenas All information you provide to us in connection with this engagement will be maintained by us on a confidential basis. If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request. If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests. Confidentiality In providing services to you, we may require information that is considered confidential and may include Personally Identifiable Information (PII), i.e., information that can be used to distinguish or trace an individual’s identity such as address, bank account, and social security information. We will maintain all client information, including PII, on a confidential basis and have a duty to do so based on the standards promulgated by the American Institute of Certified Public Accountants as well as applicable laws and regulations. You assume the risk of loss if you provide us with information, including PII, which differs from the information we request in order to provide services to you in accordance with the Agreement.  We reserve the right, for the purpose of promotional activity, training, or for other business purposes, to mention that you are a client. As stated above we will not disclose any confidential information. Proprietary Information You acknowledge that proprietary information, documents, materials, management techniques and other intellectual property are a material source of the services we perform and were developed prior to our association with you. Any new forms, software, documents or intellectual property we develop during this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which we make available to you are confidential and proprietary to us. Neither you, nor any of your agents, will copy, electronically store, reproduce or make available to anyone other than your personnel, any such documents. This provision will apply to all materials whether in digital, “hard copy” format or other medium. Third Party Requests & Financial Comfort Letters We will not respond to any request from banks, mortgage brokers or others for verification of any information reported on financial records or tax returns. Except where compelled by court order or subpoena, we do not communicate with third parties or provide them with copies of tax returns. Limitations on Oral and Email Communications We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information in an email. Any advice or information delivered orally or in an email (rather than through a memorandum delivered as an email attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions. Due to these limitations and the related risks, it may not be appropriate to proceed with a decision solely on the basis of any oral or email communication from us. You accept all responsibility for any liability, including but not limited to additional tax, penalties or interest resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication. The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm this service in a separate agreement. Electronic Data Communication and Storage In the interest of facilitating our services to you, we may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the Internet, or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards. You recognize and accept that we have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us. You consent to our use of these electronic devices and applications during this engagement. Marketing and Educational Communications If we send you newsletters, updates, explanations of technical developments or similar communications, it is strictly for marketing or general educational purposes and should not be construed as professional advice on which you may rely. These communications, by themselves, do not create a contractual relationship between us and you, a binding obligation for us to provide services to you, nor a requirement on our part to monitor issues for you. Brokerage, Investment Advisory, or Digital Asset Statements If you provide our firm with copies of brokerage, investment advisor, or digital asset statements, we will use the information solely for the purpose described in the Engagement Objective and Scope section of this Agreement. We will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf.  Disclaimer of Legal and Investment Advice Our services under this Agreement do not constitute investment advice unless specifically engaged in the Your Service Schedule section of this Agreement. Our services under this Agreement do not constitute legal advice.  Referrals In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. As a courtesy, we may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or suitability of any product we refer to you or that you separately retain.  Mediation If a timely dispute arises out of or relates to this Agreement, including the scope of services contained herein, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under the AAA Accounting and Related Services Arbitration Rules and Mediation Procedures before resorting to arbitration, litigation, or any other dispute resolution procedure. The mediator will be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the AAA. The mediation will be conducted in North Carolina. The mediation will be treated as a settlement discussion and, therefore, all discussions during the mediation will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings shall be shared equally by all parties. Any costs of legal representation shall be borne by the hiring party. This provision shall not apply to any dispute of fees owed, billed or due. Limitation of Liability Forza CPA, PLLC and Forza CPA, PLLC’s owners, officers, directors, employees, agents or assigns (collectively “Forza CPA, PLLC stakeholders”) liability for all claims, damages, and costs arising from negligent acts, errors, or omissions committed by us in the performance of this engagement is limited to the total amount of fees charged by Forza CPA, PLLC for the particular service provided under this agreement to which such claim relates. Limitation of Damages Notwithstanding anything to the contrary in this agreement, Forza CPA, PLLC and Forza CPA, PLLC stakeholders shall not be liable for any lost profits, indirect, special, incidental, punitive, consequential, or similar damages, to the extent such damages may be lawfully limited or excluded, of any nature even if we have been advised by you of the possibility of such damages. Indemnification of Forza CPA, PLLC You agree to indemnify, defend, and hold harmless Forza CPA, PLLC and Forza CPA, PLLC stakeholders with respect to any and all claims made by third parties arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims found to have arisen from the gross negligence or intentional acts of Forza CPA, PLLC. Designation of Venue and Jurisdiction  In the event of a dispute, the courts of the state of North Carolina shall have exclusive jurisdiction, and all disputes will be submitted to North Carolina. We also agree that the law of the state of North Carolina, except for laws governing the choice of law, shall govern all such disputes. Timing for Disputes You agree that any claim arising out of this Agreement shall be commenced within 1 year from the date our services conclude, regardless of any longer period of time for commencing such claim as may be set by law. A claim is understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings against Forza CPA, PLLC. Insurance Forza CPA, PLLC shall, during the term of the engagement, maintain in full force and effect, professional liability and cyber liability insurance coverage from an insurer or insurers licensed to conduct business in the state of North Carolina.  Independent Contractor When providing services to your company, we will function as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you. Our obligations under this Agreement are solely obligations of Forza CPA, PLLC, and no Forza CPA, PLLC stakeholder shall be subjected to any personal liability whatsoever to you or any person or entity. Severability If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this Agreement. Survivability The following sections of this Terms and Conditions Addendum shall survive termination of the Agreement: Limitation of Liability, Limitation of Damages, Indemnification, and Timing for Disputes. Assignment, No Third Party Beneficiaries All parties acknowledge and agree that the obligations and responsibilities of this Agreement cannot be assigned to any third party except as agreed to in writing. This Agreement has been entered into solely between you and Forza CPA, PLLC, and no third-party beneficiaries are created hereby. Force Majeure Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority. However, no Force Majeure event shall excuse you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement. Electronic Signatures and Counterparts Each party hereto agrees that any electronic signature intended to replicate a written signature, shall be presumed valid, and we may reasonably rely upon it. For purposes hereof, “electronic signature” includes, but is not limited to, a scanned copy of a manual signature, an electronic copy of a manual signature affixed to a document, a signature incorporated into a document utilizing touchscreen capabilities, or a digital signature. Documents may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

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