LLC Formation and Amendment

Explanation and Engagement Letter

ONLINE LEGAL SERVICES

Our Firm’s Scope of Business. We advise on real estate transactions and prepare contracts, deeds, and other documents. We also form new LLCs and trusts in order to protect our clients’ assets. Many of our clients are real estate investors. We do not advise clients in any other areas of the law.

Online Screening. All new clients and all new cases are now screened and handled exclusively online, not by phone and not in the office. This includes the initial consultation. Details below.

Attorney-Client Communications. We are an email-oriented firm. We always begin with an email discussion so we can gather basic facts and documents before answering questions. Business hours apply.

Legal Fees. We offer a combination of flat fees and hourly billing. We do not offer free consultations or any free attorney time. Advance payment is required. Payment options are on the website. Details Below.

No AI. You agree to interact with us as a human client. In return, we will provide human (not AI) legal services.

ONLINE PROCESS FOR LLC FORMATION

Read our web articles LLC Formation in Texas, The Two-Company Structure, and Series LLCs in Texas.

Initial Consultation Recommended. An initial paid consultation ($250) is the best way to discuss an overview of an asset protection plan. In complex situations, we may, at our discretion, require a paid initial consultation in order for us to gather facts and documents before proceeding.

Proceeding without an Initial Consultation. Proceeding with LLC formation without an initial consultation is at your own risk. We will follow your instructions; however, if you have chosen the wrong legal approach, the wrong documentation, or selected the wrong type of entity, we do not absorb the loss of re-doing the project. Additional fees and costs will apply.

Online Process. All LLC formation and amendments are now handled online by email, not in the office. Office visits are not included in quoted fees. We have an established online process:

(1) be sure that we have accepted your case (we are a small and specialized law firm and cannot accept every case);

(2) complete the LLC Formation Checklist;

(3) read, sign, and return this engagement letter; and

(4) make advance payment of the amount due as indicated on the itemized statement we will provide.

Traditional and Series LLC Formation. We form traditional LLCs ($995 plus $300 filing fees plus cost of company book) and series LLCs ($1,995 plus $300 filing fees plus cost of LLC book). Includes Certificate of Formation; company agreement (operating agreement); organizational meeting of members; membership certificates; consent by registered agent; and the Certificate of Filing (Secretary of State approval). IRS EIN not included. Assumed name(s) certificates (county or state) are not included. Deeds into the LLC not included. Filing for registered (Certificate of Registered Series) a series is not included.

Final Fee Quote for LLC Formation. The final fee for the client’s LLC work will be quoted after we have had a chance to review the client’s responses to the LLC Checklist since the Checklist includes optional additional items. Any quote prior to that point is merely an estimate. We provide an itemized statement of fees and costs for your review before proceeding. Items not expressly shown on the itemized statement are not included. In complex or creative cases, we may require an initial paid consultation and the final fee will be quoted at that time.

LLC Formation Checklist. As a first step, you will be asked to complete our LLC Formation Checklist. The checklist offers certain choices (e.g., traditional LLC versus series LLC) plus additional add-on options (available at additional cost) that the client can select. These will be reflected on the itemized statement.

Available States. At present, we only form LLCs in Texas and Nevada. Future states such as Wyoming may be added.

Limited Availability. We do not accept LLC formation request. Our schedule can be full at times. Accepting or declining a matter is entirely at our discretion.

Limited Liability. The client agrees that our professional liability is limited. Forming an LLC is a limited stand-alone service and does not render us liable for what else may occur in the broader transaction. We have no liability for portions of a transaction that we do not directly prepare documents for or expressly advise upon.

LLC DOCUMENTATION AVAILABLE

The following LLC documents are available individually:

Operating Agreement for Traditional LLC ($450)

Operating Agreement for Series LLC ($650)

First Meeting of Members for Traditional LLC ($250)

First Meeting of Members for Series LLC ($350)

Warranty Deeds into the LLC ($350 for simpler, $450 for more complex)

Promissory Note funding LLC formation ($250)

Confidentiality (NDA) and Non-Compete Agreement ($250)

Assignment of Financial Assets to LLC ($350)

Bill of Sale of Asset Transferred into LLC ($250)

Property Management Agreement ($250)

Residential Lease Template in Word ($175)

Special Power of Attorney ($250)

Equity stripping documents ($550 and up)

Management and Consulting Agreement between LLCs ($250)

Certificate of Registered Series ($250plus $300 filing fee)

All of the foregoing exclude filing, recording, and FinCEN reporting.

STATEMENT OF FEES AND COSTS

Advance Payment is Required. We do send bills after the fact for online services.

Itemized Statement. We provide an itemized statement of fees and costs for your review before proceeding. Items not expressly shown on the itemized statement are not included in LLC formation fees. In other words, a flat-fee for LLC formation is not the same as a retainer or an open-ended arrangement for continuing legal services into the indefinite future. In a flat-fee system, services end when the items on the itemized statement are delivered. The client’s alternative is hourly billing.

Filing Fees and Costs Not Included in Legal Fees. Texas LLC filing fees are $300 for a new LLC and $175 for an amendment. In Nevada, filing fees are $425 which includes their business license for the first year. Legal fees quoted always exclude filing fees and other costs. Shipping the LLC book is around $40.

Company Book. The company book with index tabs for LLC documents, seal, and printed membership certificates is an additional cost of around $200 depending on supply chain availability which varies. Books are passed along to the client at our approximate cost. We insert our custom LLC documents into the company book and ship the package to you by UPS. You then sign the documents where flagged and issue the membership certificates.

Warranty Deeds are a Separate Billing Event. We handle warranty deeds of properties into the LLC as a separate second step and a second billing event, so deeds are not included in the initial itemized statement. Fees are $350 (simpler deeds) and $450 (more complex deeds) excluding recording. FinCEN reporting is excluded (details below).

Hourly Rate. In complex cases, we reserve the right to quote our $350 hourly rate instead of a flat fee. In hourly arrangements, there is no partial-hour accounting for the first hour, which is entirely non-refundable. Billing is in quarter-hour increments thereafter.

Legal Fees Shown are Guidelines. Legal fees are subject to change without notice. Also, we reserve the right to vary quoted fees based on circumstances and to decline any case at our sole discretion.

Our Goal is Maximum Transparency on Fees. Our website posts an extensive flat-fee schedule at the “Fees & Policies” tab. We offer as many flat fees as we reasonably can. If a flat fee does not apply, then our regular $350 hourly rate will apply.

LLC AMENDMENTS AND CONVERSIONS

Amendment and Re-Doc of an Existing LLC. An example of this is the conversion of an LLC from member-managed to manager-managed. This also involves bringing the LLC current with annual meetings to date. Fees are: Less than 3 years old $850 plus $175 filing fee plus costs if any; 3 to 5 years old $950 plus $175 filing fee plus costs; more than 5 years old $1,050 plus $175 filing fee plus costs.

Conversion of a Traditional LLC to a Series LLC. This conversion process is more work than doing an initial Series LLC formation, not less. It involves filing a Certificate of Amendment and replacing all documentation, including the company agreement. Other steps may need to be taken depending on the individual case, including (for example) bringing the company up to date with annual meetings from the past through the current year. Fees for LLCs less than 3 years old: $1,950 plus $175 ff plus costs; 3 to 5 years old $2,150 plus $175 ff plus costs; and more than 5 years old $2,350 plus $175 ff plus costs.

Existing Defective Entities and Structures. Except for the foregoing, we do not engage in fixing existing defective entities and structures. Our focus is on new entities and new structures.

ASSET PROTECTION

Two-Company Structure. When forming our recommended two-company structure for real estate investors, a traditional LLC is used as a management company (to deal directly with the public) and a series LLC is used as a holding company (to own properties and other hard assets). This proven classic approach is ideal for investors with multiple properties.

Assumed Names (DBAs). Assumed names are not included in our fees. This task is more clerical than legal and is usually handled directly by the client. We suggest that you read our web article on this subject for details.

Anonymity and Layering. Some clients seek anonymity and we do our best to accommodate them, although increasing government regulation is making this harder and harder to achieve. Layering with other entities will likely be necessary to get the most out of an anonymity structure, which will add considerably to the expense. Anonymity on a modest budget is no longer realistic in today’s increasingly regulated world.

FILING THE LLC

Electronic Filing. The LLC Certificate of Formation is filed electronically with the Secretary of State, then it is out of our hands until they approve or disapprove the filing. Takes usually about 3 days although this can vary. Certain other filings may be by mail as the Secretary of State may require. This takes longer.

Secretary of State Rejection. Rarely, the Secretary of State will reject a filing, usually because the proposed LLC name is too close an existing LLC name. The client is advised not to incur costs until the LLC name is properly approved by means of a Certificate of Filing. Incurring any such costs before formal approval is at the client’s own risk. We usually re-file at no cost to the client; however, if a filing needs to be extensively re-done for some reason then a $250 re-do fee will apply.

Registered Series. Registered series for series LLCs are optional and not commonly selected by our clients. There is an in-depth article on registered series on our website for your information. If this additional feature is desired, we will handle filing for a registered series as a separate step and billing event, after the LLC is initially formed. Accordingly, a registered series filing is not included in the first itemized statement. Fees and costs for registered series are $250 plus $300 filing fee = $550. Inquire.

Finality of LLC Documents. LLC document preparation fees are for document drafting/review/correction in the immediate time frame. Three business days after delivery of documents to the client, all documents provided are automatically considered final. A flat document preparation fee is not a lifetime retainer for an indefinite number of document changes forever – at least not in a flat-fee system. Requesting changes weeks, months, or years later (yes, this happens) will incur additional charges. An alternative is to choose hourly services.

Documents are Proprietary and supplied in PDF Format. All documents we prepare (excluding a limited number of Word templates) are supplied in pdf format. These are proprietary documents subject to copyright and are licensed (not sold) to the client for single use in a specific transaction. They may not be copied, disseminated, or re-used.

No Return of Documents. All our LLC documents are proprietary intellectual property. Once delivered, LLC documents are not returnable or exchangeable because of the unique and valuable intellectual property involved in our documentation.

Client Illegality. We do not condone nor will we assist any illegal, unethical, or wrongful activity by a client. This seldom occurs, but if it does, then we may immediately cease delivering all services without refund and resign as both the client’s attorney and registered agent. We will not risk being charged as an accessory or co-conspirator in a client’s wrongdoing.

REGISTERED AGENT SERVICES

Registered Agent Services. Registered agents are persons officially designated to receive service of process (lawsuits) involving the LLC. Unless otherwise expressly agreed in advance, that is the extent of a registered agent’s duties. Registered agents are not attorneys-in-fact for the LLC. They are not legal or business representatives of the LLC. They are not general mail forwarders.

Choice of Registered Agent. Clients may act as their own registered agent, or their CPA can do so, or our firm can act in this capacity for an annual fee of $250 for the 12-month period to come. Annual meeting minutes, along with updates to the company agreement as they may occur, are available to our registered agent clients annually upon request. Our firm does not accept clients who wish to use another law firm or a commercial business as their registered agent. If this is your intention, please use another law firm for your LLC formation.

Client Must Maintain an Office Address or Postal Box for General Business Mail. A registered agent address is NOT your business mailing address, nor is a registered agent a general mail forwarder. Do NOT rely on the registered agent for routine business correspondence. A registered agent does NOT forward bank statements, personal correspondence, HOA correspondence, utility bills, credit card correspondence, magazines, and junk mail. All of these senders should be given your LLC’s business mailing address. Also: mass-mailed reminders to pay franchise taxes are not forwarded even though they come from the Comptroller (We all know that we need to file a tax return, even if no taxes are due).

Signing or Filing Annual Reports or Filing of Tax Returns NOT Included. Signing or filing annual LLC filings or tax returns or any other document is not included. We do not file annual state tax forms as part serving as registered agent. CPAs are much better set up to do this. Please engage a competent CPA to handle your tax matters. We expect all of our LLC clients to have a professional tax advisor.

The IRS. Do NOT list our law firm’s address as your company’s official address with the IRS. We do not interface with the IRS for such purposes. Consult a CPA or tax lawyer.

Opening Some Correspondence. Our firm is granted permission, if we consider it to be necessary, to open correspondence to determine its nature (It is sometimes it difficult or impossible to tell from the envelope). Attorney-client confidentiality applies.

Litigation Involving the Client. In the event a client is sued, our duty as registered agent is to forward a copy of the lawsuit to the client. That ends our registered agent duty. It is then the client’s duty to promptly obtain representation in the case and timely file an original answer. If the client does not do this, we do not then become the client’s attorney and forwarder by default. There are potentially dozens of events in a lawsuit that involve sending notices. Unless we are also retained as attorney of record in the case, we do not have a duty to continue forwarding these supplemental lawsuit notices. Our obligations as registered agent cease when we forward the original petition in the lawsuit.

The Registered Agent Annual Fee is Not a Retainer for Legal Services. The registered agent fee is not a retainer for any kind of legal services beyond the receipt of service of process. Legal advice and services are not included.

R/A Services Are for State-Level Services Only. Registered agent services are Texas state-level only (i.e., there is no such thing as a registered agent at the federal level). While we will forward any official notice and demand letters, including certified IRS mail, our legal services do NOT include interfacing with the IRS or any other federal agencies.

Keep Contact Information Current. If we are acting as registered agent, it is essential that the client keep us up-to-date concerning contact information, especially email. If mail to the Company or client is returned by the U.S. Post Office “not deliverable as addressed,” and the file does not reflect any other way to get in touch with the client, we are permitted to resign as registered agent.

Change of Registered Agent. The registered agent may be changed with the Secretary of State’s office at any time by filing form 401 and paying a $15 fee. This is a clerical task and does not require a lawyer’s assistance.

LLC TAXES, ACCOUNTING, AND BANKING

No Tax, Accounting, or Book Keeping Advice. Our firm does not give tax, book keeping, or accounting advice at all. We require all of our clients to have a qualified CPA as part of their professional team. Our focus is on legal liability and keeping the client out of the courthouse. A CPA focuses on keeping the client out of trouble with the IRS and the state comptroller.

IRS EIN. This is not included but is easily obtained by the client at irs.gov.

LLC Bank Accounts and Series LLCs. Banks have differing policies and levels of familiarity with respect to series LLCs. We make no guarantees about what your bank’s policies may be on the subject of series LLCs or about the willingness of your bank either to open an account or make a loan to the LLC or any of its series. We are absolutely not in the business of guaranteeing what banks will do.

Note on the Availability of Loans to Real Estate Investors. This firm does not make any assurances that you or your LLC will be able to get a loan from any particular lender.Lawyers never make any such assurances or guarantees. It is occasionally necessary for an investor to “shop” lenders (just as he or she might need to shop title companies, insurers, and other providers) in order to determine which of these is most friendly to the investor’s structure and business model.

CONSULTATION PROCESS

An Initial Consultation is Recommended but Not Always Required. An initial consultation is always recommended in order to provide the attorney with an understanding of the facts and legal issues of your case or transaction. However, in simpler matters (a document order, for instance) an initial consultation is not usually required – but only so long as we are given clear and concise instructions that are readily and quickly understandable. If this is not possible, then a higher fee or the hourly rate will apply.

Initial Consultation is Required in Complex Matters. In complex, creative, or document-heavy cases and at our discretion, we may require that the process begin with a paid consultation in order to gather facts and discuss details. In such cases, determination of an exact fee quote may be deferred until the case can be discussed at the consultation.

Online Consultation Process. All initial one-hour consultations with new clients are now handled online. We begin with an email exchange/discussion so we can gather basic facts and documents in order to fully understand the case (this is critical) before answering client questions. Additional services past the initial hour are available at our $350 hourly rate.

Phone Call. An optional phone call is available afterward if time remains in the hour. We do not begin with a phone call before we are able to able to gather basic facts and supporting documents.

Realistic Expectations. It is important to be realistic about how much can be covered in an introductory consultation since the hour includes the time it takes for us to read and analyze any existing case documents.

CONSULTATION FEES AND POLICIES

Introductory Consultation Fees – Residential. The fee for an introductory consult on residential cases is $250 for matters up to $750,000 and $350 (our usual hourly rate) for matters exceeding that amount. The consultation is conducted online and lasts for up to one hour or three days, whichever occurs earlier, when it automatically concludes.

Introductory Consultation Fees – Commercial. Consultations on commercial matters are$350 for matters involving up to $750,000; $450 for matters involving $750K to $1.5M; $550 for matters involving $1.5M to $2M. Above $2M, inquire. Additional legal services are available at our regular $350 hourly rate (one hour minimum).

Services Beyond the Initial Consultation Hour. These services are available at additional fees –either a flat fee (if one is quoted or available) or based on our $350 hourly rate.
Legal Fees – Ongoing. Beyond the initial consultation, either our extensive flat-fee schedule will apply (inquire) or our $350 hourly rate will apply (one-hour minimum, billed in quarter-hour increments). If in doubt, inquire. We strive to offer as many flat fees and be as transparent about legal fees as reasonably possible.

Phone Call. An optional call (not video) is available so long as time remains within the allotted hour. Some clients find the phone call useful, others do not. In any case, we do not jump straight to a phone call without first gathering basic facts and documents.

Scope of Consultation. It is important to be realistic and reasonable about the quantity and scope of material that can be discussed and covered in the introductory hour. Not every legal problem can be analyzed and solved in a one-hour consultation.

Duration. The introductory consultation is designed to substitute for the same hour one might spend in a lawyer’s physical office. It may last up to one hour spread over up to 3 consecutive business days (business hours apply) when it automatically concludes. Note please that this is not an unlimited three-day consultation. One hour is the limit.

No Specific Appointment Required for the Online Consult. No scheduling or fixed appointment time is required to begin an initial consultation. We will respond promptly to your request, although this can vary somewhat due to our backlog and the complexity of your inquiry.

Supporting Documents. Please have any relevant documents (the sales contract, for example) ready for review.If you have an LLC or other entity that is involved, we will likely need to see the formation and approval documents.

LIMITATIONS ON CONSULTATIONS

No Conditional Consultations. Beyond stating that a particular matter is within our expertise, we do not accept any client-imposed conditions such as “we agree to pay your consultation fee only if your advice is helpful.” We do not agree to any such pre-conditions or make any assurances as to the outcome of a consultation. We do not agree that any specific objective will be achieved.

We Must Occasionally Deliver Difficult Advice. We do not guarantee that our legal advice will be what you expect or want to hear. There is no refund if the advice you are given is unfavorable.

No Tax Advice. We are not tax advisors and do not give tax, accounting, or bookkeeping advice. Consult your CPA in conjunction with our legal advice.

No Texting Please. We do not offer consultations or any other legal services by text. Please use a keyboard device and take your time.

No Ongoing Representation. A consultation or a legal document review is a limited stand-alone one-time item that begins and ends. A consultation is not the same as full, ongoing, or open-ended representation in a case or transaction.

No Responsibility for Matters We do not Directly Advise upon. We have no responsibility or professional liability for portions of a case, transaction, or any other matterthat we do not directly review or directly advise upon. All DIY actions are at the client’s own risk.

No AI Please. By signing this engagement letter, you agree to work with us in the capacity of a human only. We will respond by providing human (not AI) legal services.

Lengthy Open-Ended AI-Generated Q&A is Not Permitted. When we offer consultation advice, some clients will respond with a long list of lengthy and repetitive AI-generated questions that can require hours of unpaid attorney time to answer. We do not engage with this at all. We respond to reasonable human questions, comments, and corrections so long as these do not then expand beyond the reasonable scope of a one-hour flat-fee consultation. Were it not for this exclusion of AI involvement we would not offer flat-fee consultations at all.

No Bundling of Topics. Bundling multiple diverse legal topics or questions about multiple properties or transactions into a one-hour consultation is not permitted. This never works because it is too scattered. If multiple properties or topics need to be discussed, an hourly arrangement will apply instead.

No Shoehorning. Shoehorning (slipping in additional items and topics on top of an agreed flat-fee service) is not permitted. Additional topics and tasks incur additional fees.

No Coaching or Teaching. We are a law firm that provides advice and prepares real estate and business documents. We are not a real estate school or an investment advisor and do not offer mentoring on real estate investing.

No Total Re-Write of Documents During a Consult. The fee for a consultation or review/comment on a document is not a flat fee for the total re-write of an existing legal document. Re-writing a legal document inevitably takes longer than a one-hour consultation, so either our posted flat fee for document preparation or the hourly rate applies.

No Assurances as to Medicare, Military, or Government Benefits. We do not offer any assurances as to the outcome or effect of any documents that we prepare on Medicare, military, or government benefits. These are entirely outside the scope of our services.

No Assurance of Future Services. A consultation or document preparation task is not an advance commitment on our part to handle a legal matter going forward. We may, at our discretion, decline to be further involved after initial services are rendered.

LEGAL FEES GENERALLY

Legal Fees – Flat Fees and Hourly Billing. As an accommodation to our clients, we offer as many transparent flat fees as reasonably possible. However, certain open-ended matters are best handled by hourly billing or by retainer. If for some reason our posted flat fees do not apply then our $350 hourly rate applies. Our discretion applies in determining which is a flat-fee case and which is an hourly case.

Online Format. The consultation is conducted online and lasts for up to one hour or three days, whichever occurs earlier, when it automatically concludes. An optional phone call is available but only if there is room left in the hour. Otherwise the hourly rate applies to time in excess of the hour.

Legal Fees for Review/Comment on Contracts. We work with unsigned TREC and TXR contracts and their addenda only. The fee for review/comment on a TREC or TXR (Texas Realtors) residential contract is $250 for a sales price of up to $750,000 and $350 (our usual hourly rate) for a sales price exceeding that amount. Addition of our custom special provisions addendum in Word (recommended for both buyers and sellers to fill in gaps in the standard contracts) is $150. Both are available within the one-hour consultation timeframe.

Legal Fees: Deeds, Notes, Deeds of Trust and the Like. Documents in this category are usually $350 each excluding recording. However, more customized or complex documents (including commercial documents) may be higher, usually $450 to $550. If there is a metes and bounds legal description that needs to be re-keyed by us (instead of the usual brief lot and block) then an additional fee of $75 applies.

Fees for Customary Simpler Closing Documents. Simpler but customary closing documents (affidavits, notices, and the like but not deeds, notes or deeds of trust) range from $250 to $450 depending on customization and complexity.

Fees for Complex Custom Documents. Complex custom documents can range from $350 to $750. Fees in this category are difficult to predict. Inquire. A paid consultation may be required first, at our discretion, prior to preparing any complex custom documents.

Time of Payment. Our fees are due in advance when documents are prepared. We do not wait until closing for payment. Fees are not conditional upon closing or any other event.

Costs Such as Recording Fees. Legal fees never include any costs and recording fees that may arise. These are always separate and additional costs that are paid by the client.

Itemized Statement. An itemized statement is available upon request. Any statement we present to a client supersedes any prior fee estimates or quotes.

Addition of Custom Special Provisions. Addition of extensive custom or creative provisions in our customary documents increases legal fees at our discretion. Also, in any complex matter, we may require an initial paid consultation to discuss the transaction before proceeding. Determination of an exact fee quote is then deferred until after the consultation.

General Format of Documents is Not Variable. Our documents rely on our established professional format and presentation. While documents are lightly tailored to conform to the transaction, very extensive customization or reorganization of documents is not included and incurs higher fees. Highly customized or complex transactions require an initial consultation before proceeding. Determination of an exact fee quote is then be deferred until after the consultation.

Fees Quoted are for Services Online by Email. Office visits, phone calls, and Zoom calls are not included in online fees unless the engagement letter expressly so states.

FLAT-FEE POLICIES

Flat Fees are Guidelines. Fees quoted are guidelines only and may be adjusted at our discretion if a matter or transaction is unusually complex, creative, or document heavy. We reserve the flexibility to vary our usual fees based on specific or non-standard circumstances. Fees are subject to change without notice.

Flat Fees Stand Alone. In a flat-fee system, all fees stand alone. Payment of one flat fee (including a consultation fee) does not include any other services or result in a credit toward future legal services. Flat fees are specific. Multiple diverse tasks incur separate flat fees.The alternative is our hourly rate.

No Carry-Over of Flat Fees. Flat fees relating to one transaction or property do not “carry over” to other transactions or properties. Our fees are per transaction and per property. Each transaction bears its own stand-alone legal fees and costs.

Scope of Flat Fees. Flat fees are offered for a specific task or transaction. Absolutely nothing else is “included.” Additional tasks or services may not be shoehorned into a flat fee. Third-party costs and expenses (filing or recording fees for example) are additional and never included in flat fees.

Flat Fees are Earned When Paid. There is no requirement that flat fees or flat-fee retainers be held in trust or in escrow or deposited in a separate account until some future event. There is no requirement that interest be paid on such funds. Flat fees are earned when paid.

No Hourly Accounting for Flat Fees. No hourly accounting is ever kept or made in flat-fee matters and the client has no right to demand one. Flat fees are earned when paid.

Switching to Hourly Billing. As a case develops, it may become apparent that hourly billing is more appropriate than a flat fee. We reserve the right to switch the case to $350 hourly billing (at our discretion) if work substantially or unexpectedly expands beyond what is ordinary and customary for the specific flat-fee task.

Expiration of Flat Fees. We do not carry long-term positive client balances unless there is a specific engagement letter expressly calling for us to do so. All payments, retainers, overpayments, or credits to a client´s account must be used within six months or they automatically expire in their entirety. No exceptions.

Flat Fees Distinguished from Retainers. Consultations and document preparation tasks are designed to be short-term. They begin and end in a limited timeframe. By contrast, retainers are intended to be a longer-term commitment to your case. Retainers may be flat-fee (for a specific period) or hourly. Inquire.

DOCUMENT PREPARATION

Document Preparation is Not Full Representation in the Transaction. Engaging us to prepare a single document is not the same as retaining us to represent you in the full case or transaction. Preparing one or more legal documents is a limited closed-end service that is narrowly confined. Preparing document(s)is a service with a narrow scope and does NOT make us your attorney for the entire case or transaction unless we expressly agree to this in writing.

Extensive Customization of Our Documents. Our documents rely on an established professional format, organization, and presentation. Fees for document preparation do not include extensive re-writing or re-formatting our documents in a highly customized way. This is a question of degree and of reasonableness. At our discretion in such cases, flat fees may be disregarded and the hourly rate may apply.

Document Preparation does Not Include a Consultation. In a flat-fee system, a consultation is a separate item that consumes additional attorney time. Doc prep fees stand alone as do consultation fees. Doc prep does not include a lengthy Q&A session about the document or about the transaction. That said, some limited questions are fine. This is a question of degree and of reasonableness.

AI-Generated Lists of Questions on Documents We Prepare. When we supply a document, some clients will respond with a long list of AI-generated questions that will literally require hours of unpaid attorney time to answer. We do not engage with this. It is entirely inconsistent with a flat-fee business model. We respond to reasonable human questions, comments, and corrections so long as these do not then expand to require extensive free attorney time. A document preparation flat fee does not include a consultation. This is a question of degree and of reasonableness.

Limits on Professional Responsibility for Document Preparation. We have no responsibility whatsoever for any part of a case or transaction that we do not directly handle, directly advise upon, or directly prepare documents for. No exceptions. A client’s DIY actions and activities (even within a transaction where we may have some limited involvement) are entirely at the client’s own risk. Were it not for this limitation, our firm would not agree to provide legal services to the client.

Document Preparation Fees are Not a Long-Term Retainer. Legal advice over time is called a retainer. That is an extra level of service that is certainly available but is not included in a consultation or document preparation fee, which are limited-timeframe services.

Document Preparation Excludes Negotiations. A flat fee for document preparation is a one-time stand-alone legal task that begins and ends. It does not include extra items such as negotiations, document amendments after negotiations, or any other ongoing services. Open-ended attorney time is handled on an hourly basis.

Finality of Documents We Prepare. The document process is not indefinite or open-ended. Documents we prepare or review are considered final 3 business days after delivery to you. Please get back to us promptly with any needed corrections or changes before then. We will gladly make them. Afterwards, a revision fee will apply.

Documents are Proprietary and Supplied in PDF Format. Except for templates, documents are supplied in pdf format only. All our documents are proprietary, subject to copyright, and licensed (not sold) to the client. Our documents may not be copied or disseminated to third parties.

Document Preparation: Additional Fees. Add $75 if metes and bounds (rather than the usual lot and block) must be keyed in by us. Add $25 if we are named as trustee in the Deed of Trust.

No Amateur, Internet, or Seminar Documents. We do not advise upon or get involved with reviewing/revising homegrown or amateur documents, forms from the Internet, documents prepared by non-attorneys or non-brokers, or guru forms from real estate investment seminars. Such documents do not meet our professional standards and must be replaced with correct Texas documentation prepared by an attorney. A “review” will not fix these documents.

DOCUMENT RECORDING AND REPORTING

Recording with County Clerk Excluded from Legal Fees. Our legal fees exclude both recording fees and the act of recording a document with the county clerk unless there is a prior express (not assumed) agreement otherwise. Online clients generally record their own documents since they have the original in hand (we do not) and only executed and notarized originals can be recorded in the county clerk’s real property records. We do not collect for recording fees, only document preparation.

Recording of Executed Original Documents with the County Clerk. Recording of the executed and notarized original warranty deed or deed of trust is easily done by the client by U.S. Mail. All 254 Texas counties post their per-page recording fees on their websites. Recording fees for deeds average around $30.The longer the document, the larger the fee. Upon request, we can provide a sample cover letter to the county clerk for you to use.

Federal FinCEN Reporting. The FinCEN Residential Rule requiring reporting of cash or no-consideration deed transfers into LLCs and trusts has been invalidated by a U.S. District Court, pending potential appeal by the government. Flowers Title Companies, LLC v. Bessent. Accordingly, we do not provide or facilitate any FinCEN recording.

REPRESENTATION IN REAL ESTATE TRANSACTIONS

Legal Services Versus Brokerage Services. Engaging our law firm for contract review, document preparation, or other limited legal service does NOT mean that we agree to replace your broker or agent. Consulting a lawyer does NOT replace an agent or broker and all the various services, expertise, and ongoing support that Realtors provide. Requesting contract review, legal advice, or closing document preparation does NOT substitute for the broader services of a real estate agent or broker. We explicitly disclaim any effort to put our attorney into the role of a Realtor in the transaction. We offer legal advice only. The scope of our legal services is strictly limited by the terms of this engagement letter.

No Representation of Both Sides. We only ever advise and represent one side of a case or transaction. We never attempt to “represent both sides.” Absent instructions to the contrary, we strive to give legal counsel and prepare documents that are aggressively in the best interests of our client. If you want this to be otherwise, you must let us know in advance.

Providing Legal Documents Versus Representation in the Full Transaction. Preparation of documents or providing a consultation is a limited, closed-end service that begins and ends in a specific timeframe. These services do not include or encompass ongoing legal advice or representation in the broader transaction. Engaging our firm for a limited purpose does not mean that we become your attorney for the whole transaction unless we expressly agree to do so in writing.

Our Attorney Also Has a Real Estate Broker’s License. Our attorney is a licensed Texas real estate broker. However, this office is primarily a law firm and the services we provide are primarily legal in nature. Engaging this firm in a legal capacity does not also engage us in a brokerage capacity. We are not currently offering full brokerage services. Any brokerage representation by us requires a specific signed written brokerage agreement, not just a legal services agreement. This engagement letter covers legal services only.

Information on Brokerage Services (IABS). See TREC’s Information about Brokerage Services at https://lonestarlandlaw.com/wp-content/uploads/2020/04/IABS-1-0.pdf.

TITLE COMPANIES AND APPRAISAL DISTRICTS

Our Law Firm is Not a Title Company. We prepare and supply legal documents only. We do NOT check title, provide title reports or policies, obtain tax certificates, pay off existing liens, or conduct closings. We do not employ staff to perform these title company functions.

No In-Office Closings. We prepare and supply legal documents only. We do NOT offer title company-style closings in our office. We do not escrow or distribute funds. We do not notarize or record documents. We do not file any forms with the IRS.

Use a Title Company for a Title Policy or Title Report. If our client is the buyer or lender, you are advised to obtain a title policy or at least a title report on the property prior to closing in order to determine if the seller has good title and/or if there are existing liens, judgments, easements, or restrictions affecting the property. This is not our responsibility.

Use a Title Company to Escrow and Distribute Funds. As document preparers only, we do not perform any escrow functions at all. We never hold client funds.

Title Company Policies Can Vary. Our documents are always legally effective, but we make no guarantees or assurances concerning any particular title company´s preferences, demands, or underwriting criteria, since these can vary. Negotiating with title companies, addressing their objections or requirements, and dealing with title company attorneys is not included in flat fees. The hourly rate applies.

Appraisal District Policies Can Vary. There are around 254 appraisal districts in Texas, all with their own independent policies and procedures. We make no guarantees or assurances that an appraisal district will (for example) grant a homestead exemption or take any other action in any particular case or circumstance. Negotiating with appraisal districts or addressing their objections or requirements is not included in our document preparation fees and incurs the hourly rate.

EXCLUSIONS FROM OUR LEGAL SERVICES

No Realtor Services. We do not perform services typically provided by real estate agents and brokers unless we expressly agree to do so in writing. Otherwise, only legal services are available.

No Tax Advice. We are not tax advisors and do not give tax, accounting, or bookkeeping advice. Consult your CPA in conjunction with our legal advice.

No Escrow Services. We do not offer escrow or trust account services. We do not receive, hold, or disburse client funds or funds in escrow or trust, ever. We suggest a title company for this purpose.

No In-Office Closings. We do not offer free in-office closings. This firm gives advice and prepares documents only. We recommend a title company for closing and funding.

No Assurances or Guarantees. We never guarantee the outcome of a transaction or a negotiation.

No Trustee Services. We never accept the duty of acting as the trustee of a client’s trust.

No Representation of “Everyone.” Our role as a real estate attorney is strictly limited to advising or representing only one party in a transaction.

No DIYers. We do not assist DIYers in handling legal projects or on drafting their own legal documents.

No Liability Beyond the Specific Task. Our firm has no professional duty or liability whatsoever for any part of a case or transaction that we do not directly handle, directly advise upon, or directly prepare documents for. The client’s DIY activities are entirely at the client’s own risk.

No Client Fraud or Illegality. If it is determined that a client is engaging in unlawful activities, representation will be immediately terminated without refund.

No Physical Inspections of Property. We do not physically view property. We do not physically walk surveys on the ground to verify them. These functions belong to the parties and their agents, brokers, and surveyors.

No Litigation or Disputed Matters at this Time. Our legal services are limited to real estate representation, business transactions, closing documents, and asset protection including LLC formation. Our schedule for litigation and disputed matters is currently full.

No AI-Generated Inquiries or Questions. You agree to be a human client and we agree to be a human lawyer. If the client has human questions or specific document changes or corrections, we will gladly respond. But we will not spend unpaid attorney time dealing with AI-generated slop.

NO GUARANTEES OR ASSURANCES

Generally. Lawyers may offer an assessment of future probabilities, but lawyers NEVER give guarantees or assurances of any kind as to the outcome any case, document, or transaction.

Contracts. We offer no guarantees or assurances that contract or document amendments we recommend will be accepted and signed by the other side.

Closings. We offer no guarantees or assurances that a transaction will successfully close and fund.

Title Policies. We offer no guarantees or assurances of clear title or that a title policy will issue in any particular transaction.

Loans. We offer no guarantees or assurances as to whether or not a client will be able to secure a loan.

Property Taxes. We offer no guarantees or assurances about how an appraisal district will evaluate or assess any real property or any conveyance of real property since these policies vary by district. This includes whether or not the appraisal district considers any particular property to be homestead or considers a any trust to be a qualifying trust.

Tax Outcomes. We offer no guarantees or assurances about state or federal tax outcomes. We are not tax advisors and offer no tax advice. Always consult your CPA in conjunction with our legal advice.

Title Transfers and Due-on-Sale. We offer no guarantees or assurances about how any particular lender will or will not choose to exercise its power to call a loan due. We discuss probabilities only.

Lawsuits. We offer no guarantees or assurances as to whether or not a client will be sued or what the outcome of any litigation will be.

PAYMENT AND REFUND POLICIES

Advance Payment is Required. We do not send bills after the fact for online services. Payment options are as listed on the payment page of the website. Checks are not accepted.

No Conditional or Contingent Fees. Payment of fees is never conditional or contingent upon a successful closing, loan approval, appraisal, title policy, or any other event. There is no refund if such events do not occur as anticipated.

Itemized Statement. We customarily provide statements in larger matters. If you require an itemized statement of fees and costs before proceeding with a smaller matter, please let us know.

Refunds. If it is determined very early in the process to terminate engagement (before substantial attorney time is expended) we will promptly provide a full refund by means of: (1) an immediate Paypal refund or (2) a law firm check sent by regular U.S. Mail. However, there is no refund once the attorney expends time and effort examining a file and discussing it with the client. Reading client documents and answering questions consumes attorney time and is a service to the client. Once this happens, legal services have occurred and the client’s payment becomes entirely non-refundable. Also, there are no refunds if legal advice provided is not what the client expected or wanted to hear. Client acceptance of a refund entirely releases this firm from further involvement in the case.

Client Default. If a client defaults on payment of legal fees then we may immediately terminate the attorney-client relationship and cease providing services.

ATTORNEY-CLIENT COMMUNICATIONS

Business Hours, Weekends, and Holidays. This is a law firm, not an online retailer. We adhere to traditional business hours (Monday through Friday 8-5 CST) for the wellbeing of the humans who work here. Please communicate with us during these hours. Late night and weekend calls and emails from clients are discouraged and we have no obligation to read or respond to these.

Sending Us Supporting Documents. Please provide us with legible copies of relevant supporting documents (if any) in easily downloadable form. Email attachments should be in pdf, Word, WordPerfect, Excel, or other common software. Do not send original documents in the physical mail. We do not handle originals.

No Encryption or Passwords. Please do NOT apply any form of encryption to emails or attachments. Avoid Dropbox or any method that requires us to get a password and enter a third-party site in order to view your documents. If you require that level of security, please consult another law firm.

Data Dumps. Please send us only the information or documentation that we request. Dozens or hundreds of extra and unnecessary pages make your file much more cumbersome and time-consuming for us to download, read, and manage. We rely on you to omit irrelevant material. The time it takes to sort through large data dumps is part of paid attorney time and will be charged accordingly.

Please Maintain the Email Thread. This is a required level of professional communication. We are unable to work with anyone who does not do this.

Screaming with Capital Letters. We do not work with clients who communicate this way.

No Texting Please. We do not offer consultations or any other legal services by text. While texting may be suitable for casual communications, texting of sentence fragments and one-liners is not suitable for a nuanced legal case. Please use a keyboard device and take your time.

No AI. Please communicate with us in the capacity of a human. We gladly respond to human questions and comments but will not work with your AI, period. Sending us AI slop will result in client termination.

Courtesy Required. Discourtesy or rudeness will result in client termination.

MISCELLANEOUS

The Client’s File. Clients receive copies of relevant documents as the legal matter progresses. This is the client´s file. Keeping these copies and maintaining them in an orderly manner is the client´s responsibility. We have no obligation to provide any additional documents or information. We never retain originals. All our records are electronic.

Client ID. The requirement of government-issued photo ID is now common at law firms, medical offices, and other professional firms everywhere. Fraud is rampant. We do not work with anyone who declines to provide ID and any identifying information that we may (at our discretion) request.

AI Agents. If your intention is to do business with us through an AI agent, please contact another law firm. We interact with humans only, no exceptions.

Terms of Service. All of our firm’s general terms of service (found at the “Fees & Policies” tab on the website) apply without exception to all persons receiving legal services in addition tothe specific terms of service set forth in this engagement letter. No exceptions.

Engagement Letter. This document is our engagement letter setting out the terms and conditions of this particular engagement for legal services. If you wish to proceed, please sign and date below.

AGREED:

______________________________________ _______________
SIGNATURE DATE

______________________________________ _______________
SIGNATURE DATE