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Legal Revival Package Agreement

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LEGAL REVIVAL PACKAGE AGREEMENT

This Legal Revival Package Agreement (the Agreement) is entered into as of by and between Service Provider: , an entity type organized under the laws of , with principal place of business at ; and Client: , entity type , with address at . The Service Provider and Client are each a Party and together the Parties.

RECITALS

WHEREAS, Client is the owner, officer or authorized agent of an entity identified as: Entity Name: , formed in , which has been administratively dissolved, forfeited, revoked or otherwise rendered inactive; and

WHEREAS, Service Provider is in the business of providing corporate revival, reinstatement, compliance remediation and related legal-administrative services (Revival Services) and represents that it has the experience, personnel and means to perform the Revival Services described below; and

WHEREAS, Client desires to retain Service Provider to provide the Revival Services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Revival Services" means the services described in Section 2, including preparing and filing required documents, paying statutory fees on Client's behalf where agreed, communicating with governmental authorities, and taking administrative steps necessary to reinstate, restore, revive or otherwise return the Subject Entity to good standing.

1.2 "Subject Entity" means the legal entity identified in the Recitals for which Revival Services will be performed.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Revival Services reasonably necessary to attempt revival of the Subject Entity under the laws of , which may include: preparing and filing articles or forms of reinstatement, submission of missing reports, payment of outstanding fees and penalties, obtaining certificates of good standing, and advising Client regarding necessary corporate actions.

2.2 Service Provider does not guarantee a particular outcome; Service Provider will use commercially reasonable efforts in accordance with applicable law and administrative practice to accomplish revival.

3. FEES, EXPENSES AND PAYMENT

Client shall pay the Total Package Fee in accordance with the schedule above. Any statutory government fees, third-party filing fees, expedited processing charges, and disbursements advanced by Service Provider are payable by Client in addition to the Total Package Fee unless expressly stated otherwise. Payments shall be due within days of invoice.

Yes — Client requests expedited handling and agrees to pay any additional expedited fees and surcharge.

4. CLIENT OBLIGATIONS

4.1 Client shall provide truthful, complete and timely documentation and information reasonably necessary for the Revival Services, including certified copies, resolutions, tax clearance documents, authorized signatures, and access to records. Failure to provide requested items within days may delay performance and may be grounds for termination for cause.

5. PROVIDER OBLIGATIONS

5.1 Service Provider shall perform Revival Services in a diligent, professional manner in accordance with applicable law. Service Provider shall keep Client reasonably informed of material developments and shall provide copies of filings upon request. Service Provider shall maintain records of services performed for a period of years.

6. REPRESENTATIONS AND WARRANTIES

6.1 Client represents and warrants that it has the authority to engage Service Provider on behalf of the Subject Entity and that the information provided to Service Provider is true, correct and complete to the best of Client’s knowledge.

6.2 Service Provider represents that it will perform services in material compliance with applicable professional standards and applicable law, but Service Provider does not warrant that the Subject Entity will be revived or that any governmental authority will accept the filings.

7. LIMITATION OF LIABILITY; INSURANCE

7.1 Except for willful misconduct or gross negligence, Service Provider’s liability for any claim arising out of this Agreement shall be limited to direct damages not to exceed the Total Package Fee paid by Client under this Agreement. In no event shall Service Provider be liable for consequential, incidental, special or punitive damages.

8. INDEMNIFICATION

8.1 Client shall indemnify, defend and hold harmless Service Provider and its affiliates, officers, directors and employees from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys’ fees) arising from Client’s breach of this Agreement, misrepresentations to Service Provider, or Client’s acts or omissions in connection with the Revival Services, except to the extent caused by Service Provider’s gross negligence or willful misconduct.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and continue until the completion of the Revival Services or earlier termination in accordance with this Section.

9.2 Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Upon termination, Client shall remain responsible for fees and expenses incurred up to the effective date of termination.

10. CONFIDENTIALITY

10.1 Each Party shall maintain in confidence all non-public information received from the other Party and shall not disclose such information except as required by law or as necessary to perform under this Agreement. This obligation shall survive termination for a period of years.

11. NOTICES

11.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below or at such other address as either Party designates by notice to the other.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to exercise any right shall not operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

13.2 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS PROVISIONS

14.1 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship.

14.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Service Provider (Print Name):

By:

Date:

Client (Print Name):

By:

Date:

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What the Legal Revival Package Agreement Does

The Legal Revival Package Agreement is a structured legal document used to restore an administratively dissolved or inactive business entity or to formalize revival-related services between parties. It assembles necessary authorizations, fee allocations, filings, and consenting parties’ representations into one executable package so that state filings, notarial acts, and any required corrective amendments can proceed. The agreement clarifies responsibilities for paying filing fees, obtaining consents, and retaining counsel or agents. Where executed electronically, its enforceability is governed by ESIGN (15 U.S.C. §7001) and applicable state UETA laws.

Why a Consolidated Revival Package Matters

A Legal Revival Package Agreement centralizes revival steps, allocates costs, and documents signatory authority to reduce delays and disputes. When signed electronically in compliance with ESIGN (15 U.S.C. §7001) and state UETA, the agreement supports admissibility and enforceability across states.

Why a Consolidated Revival Package Matters

Who Typically Prepares and Signs This Agreement

Corporate counsel, registered agents, business owners, and accountants commonly use the Legal Revival Package Agreement to document revival actions and responsibilities.

  • Corporate counsel and attorneys managing administrative dissolutions and state filings.
  • Registered agents coordinating filings, notarizations, and fee payments for clients.
  • Business owners or managers restoring company status and approving retroactive amendments.

The package helps diverse users coordinate filings, track payments, and provide an auditable record for regulators, banks, and vendors.

Step-by-Step: From Package Prep to Filing

Follow a clear sequence to collect consents, complete forms, and submit revival filings to the state.

  • 01
    Prepare Package: Gather formation documents and prior certificates.
  • 02
    Authorize Signers: Obtain board or member resolutions as required.
  • 03
    Complete Filings: Fill state revival forms and attach exhibits.
  • 04
    File & Notarize: Submit with fees and secure notarizations or RON.

Online Workflow Settings to Use

Configure an online workflow to assign fields, route signatures, and collect authentication evidence and timestamps.

Field Configuration
Signer Order Sequential or parallel routing.
Authentication Level Email, SMS code, or KBA.
Notifications Email reminders and status alerts.
Document Retention Audit trail and signed copy storage.

How Submission and Routing Typically Flow

Typical submission flow shows document preparation, signer verification, filing, and confirmation steps for revival actions.

  • Upload: Add completed revival documents and exhibits.
  • Place Fields: Assign signature, initial, and date fields.
  • Authenticate: Choose email, SMS, or ID verification.
  • Submit: Send to state office or registered agent.

Platform Capabilities to Confirm Before eSigning

Use an eSignature platform that supports audit trails, RON or in-person notarization workflows, and conditional fields.

  • File Types: PDF, DOCX, and HTML supported.
  • Integrations: Connect to Salesforce and NetSuite.
  • Authentication: Email, SMS code, KBA options.

Vendor Pricing and Feature Comparison for eSignatures

Compare baseline pricing, feature availability, and compliance support across common eSignature vendors relevant to revival filings and document notarization.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Required Information to Include in the Package

Entity Name: Exact legal name on formation records.
Tax ID / EIN: Enter nine-digit EIN without dashes.
State of Formation: State jurisdiction for revival.
Authorized Signers: Names, titles, and authority basis.
Effective Date: Use MM/DD/YYYY format only.
Fee Allocation: Specify payer and amounts.

Consequences of Errors or Missing Steps

Late Filing Penalty: IRS penalties start at $60 per form (IRC §6721).
Intentional Disregard: $660+ per form with no cap.
I-9 Violations: Paperwork fines $281–$2,789 per violation.
Notarization Failure: Missing notarization may void filings.
Authority Gaps: Unclear signer authority risks contract challenge.
Data Privacy: HIPAA and state laws may apply.

Common Preparation Mistakes to Avoid

  • Using informal names or initials instead of the exact legal entity name leads to rejection or administrative delays with the Secretary of State.
  • Omitting notarization or failing to use permitted RON processes can render acknowledgements invalid under state law and require repeat filings.
  • Failing to document signer authority, such as a board resolution or operating agreement extract, leads to disputes and potential insurer or bank refusals.
  • Incorrect fee allocation entries or missing payment instructions cause filing lags and can result in late penalties or administrative reinstatement fees.

Practical Tips for Accurate and Efficient Completion

Practical completion tips reduce rework, support enforcement, and smooth state processing by ensuring accurate data and proper authentication.

Verify legal names and EINs against state records
Cross-check the entity name and EIN against the original formation certificate and Secretary of State database. Request corrected documentation before filing to avoid rejections, fees, and delays that can extend revival timelines.
Obtain authorizing resolutions or consent documentation
Include a board resolution, member consent, or executed amendment demonstrating authority to revive. Attach certified copies or notarized attestations where required by state law so filing offices and third parties can verify signer authority without additional requests.
Use clear fee allocation and payment instructions
Identify who pays each fee, include invoice numbers, and provide payment methods. For multi-state revivals, itemize state-specific fees and any anticipated courier or expedited processing charges to prevent disputes and ensure timely filings.
Prefer verifiable electronic signatures with audit trails
Where allowed, use eSignatures that capture signer identity, IP address, timestamp, and optional multi-factor authentication. Retain the certificate of completion and any RON audio-video recordings to substantiate the signing process for regulators or courts.

Practical Examples of How Packages Are Used

Real-world examples illustrate how a Legal Revival Package Agreement resolves procedural gaps and reduces time to reinstatement.

Optica Ventures

Optica Ventures used a consolidated revival package to reinstate an administratively dissolved LLC, coordinating filings and payments through a single workflow.

  • The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.
  • By bundling consents, executed resolutions, and notarizations into one package, Optica avoided repeat submissions and expedited Secretary of State reinstatement timelines.

Martin Properties

A small property management firm completed multiple revival filings across counties by standardizing a Legal Revival Package and routing approvals electronically.

  • I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently.
  • Standardized templates and preserved audit trails simplified bank and vendor requests for proof of authority and shortened reinstatement from weeks to days.

Frequently Asked Questions About Execution and Submission

Answers to common questions about completing, signing, and submitting electronically a Legal Revival Package Agreement.


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