Free Accountable Plan Template for S Corp (Easy!)


Free Accountable Plan Template for S Corp (Easy!)

An association established by a enterprise, particularly an S company, that adheres to IRS tips for reimbursing workers for enterprise bills. This association ensures that reimbursements are excluded from an worker’s taxable earnings and are deductible by the company. It requires bills to have a enterprise connection, be adequately accounted for with supporting documentation, and any extra reimbursements to be returned to the corporate inside an inexpensive timeframe. Failure to fulfill these necessities ends in the reimbursements being handled as taxable wages.

Such a formalized plan affords vital advantages. It permits S companies to reimburse workers (together with shareholder-employees) for legit enterprise bills with out rising their taxable earnings or the company’s payroll tax legal responsibility. The flexibility to deduct these reimbursements reduces the company’s total tax burden. Traditionally, the implementation of any such association has been acknowledged as a greatest observe for sound monetary administration and compliance with tax laws.

Understanding the precise necessities and parts of a compliant doc is essential. The next sections will delve into the important thing components and sensible issues for establishing and sustaining an efficient program, guaranteeing correct record-keeping, and addressing potential pitfalls to keep away from.

1. Enterprise Connection

The very basis of a compliant worker expense reimbursement program for an S company resides throughout the precept of “Enterprise Connection.” And not using a demonstrably direct hyperlink between an expense and the conduct of firm enterprise, the reimbursement transforms from a legit deduction into taxable earnings for the worker. Think about the hypothetical state of affairs of a gross sales consultant attending a convention. The airfare, lodging, and convention charges are clearly tied to skilled improvement and increasing the enterprise’s market attain. Nevertheless, if the consultant tacks on a weekend getaway to a close-by resort, these private bills lack a enterprise nexus. Solely the documented prices immediately associated to the convention are eligible for reimbursement below a longtime framework.

This crucial is just not merely a technicality. It safeguards each the worker and the S company. Correctly documented enterprise connections present a transparent audit path, shielding the corporate from potential IRS scrutiny. If a shareholder-employee have been to routinely classify private bills as business-related, the IRS may deem the association a disguised dividend, leading to penalties and again taxes. For instance, repeated deductions for lavish meals with imprecise descriptions set off crimson flags, whereas particular particulars and shopper names related to enterprise meals present substantiation. The important thing lies in establishing a course of the place every expenditure is justified, supported by verifiable data, and displays a real enterprise function. Clear categorization, resembling marking bills below shopper assembly – Q3 proposal dialogue, provides credibility.

Finally, the energy of an accountable worker expense reimbursement hinges on a transparent and constant utility of the enterprise connection rule. Making certain that workers are skilled to distinguish between legit enterprise bills and private expenditures is essential. This understanding promotes transparency and compliance, fortifying the S company in opposition to undesirable tax implications. The constant enforcement of this precept reinforces the integrity of the association, defending each the entity and its workers.

2. Sufficient Accounting

The narrative of an S company’s journey towards monetary compliance typically hinges on a seemingly easy, but profoundly necessary idea: enough accounting. This isn’t merely a bookkeeping formality, however the spine of a defensible worker expense reimbursement system. Think about a small engineering agency, integrated as an S corp, the place engineers commonly journey to shopper websites. With out meticulous information, the mileage, lodging, and meal bills grow to be a murky swamp of undocumented transactions. The results are quick: reimbursements, designed to be tax-free, are reclassified as taxable earnings, rising the tax burden for each the worker and the corporate. The core aspect of an enough accounting system requires substantiation. Receipts, detailed expense stories, and information of the enterprise function of every expenditure are non-negotiable. Every doc serves as a bit of the puzzle, creating an entire image of legit enterprise exercise.

Think about a particular state of affairs: an engineer attends a three-day coaching seminar. A resort receipt establishes the price of lodging. Nevertheless, with no copy of the seminar agenda and a quick word explaining how the seminar enhanced job expertise, the IRS may query the enterprise function. Equally, a stack of restaurant receipts with out names of attendees or matters of debate leaves the expense susceptible to reclassification as a private expense. The act of correct documentation, supported by the S corp’s template, transforms a probably doubtful expense into a transparent, defensible enterprise deduction. Standardized expense report templates, available, play an important position. These templates immediate workers to file important particulars, resembling dates, areas, function of the expenditure, and names of people concerned. It isn’t merely about amassing receipts, but in addition about offering context, making a compelling narrative that helps the bills legitimacy.

Finally, the precept of enough accounting is just not about bureaucratic crimson tape, however about defending the S company and its workers. By meticulously documenting and substantiating enterprise bills, a agency builds a sturdy protection in opposition to potential IRS inquiries. The funding in coaching workers on correct expense reporting procedures yields vital dividends within the type of decreased tax liabilities and enhanced monetary stability. A well-designed framework, mixed with a tradition of diligent record-keeping, transforms the reimbursement course of from a possible legal responsibility into a robust device for managing bills successfully and compliantly.

3. Affordable Timeframe

Inside the structured setting of an accountable worker expense reimbursement for an S company, the idea of “Affordable Timeframe” stands as a silent guardian of compliance. It dictates the permissible delay between incurring a enterprise expense and submitting it for reimbursement, stopping this system from devolving right into a repository for stale, unverifiable claims.

  • Immediate Submission

    The expectation of immediate submission acts as an important management. If an worker holds onto receipts for months, particulars can fade, recollections can blur, and documentation can grow to be misplaced. This side requires establishing clear tips, resembling a month-to-month or quarterly submission deadline. Think about a state of affairs the place a marketing consultant neglects to submit journey bills for six months; the small print of the shopper assembly and the need of sure expenditures could also be troublesome to confirm retroactively. Adherence to the “Affordable Timeframe” assures the integrity of the expense reporting course of.

  • Constant Enforcement

    A coverage loses its effectiveness if not constantly utilized. Exceptions erode the very basis of the framework. If an worker constantly misses deadlines with out consequence, the message despatched is considered one of laxity, encouraging others to ignore the principles. Image a gross sales supervisor repeatedly submitting expense stories a number of months late, whereas junior workers are held to a strict month-to-month deadline. Such inconsistency fosters resentment and undermines this system’s credibility. A uniform utility of the “Affordable Timeframe” is important for impartiality and program adherence.

  • Reimbursement Processing

    The “Affordable Timeframe” extends past submission to embody the well timed processing of reimbursements. If an S company takes months to reimburse workers, it creates a disincentive for well timed reporting. A design engineer, constantly going through delays of over two months for accepted expense claims, is more likely to grow to be hesitant about incurring enterprise journey. This could, in flip, affect productiveness and shopper relations. Swift reimbursement reinforces the significance of this system and motivates workers to adjust to reporting necessities.

  • Documentation Retention

    Linked to the idea of “Affordable Timeframe” is the retention of supporting paperwork. The IRS requires information to be maintained for a particular interval, sometimes three years from the date of submitting the tax return. A greatest observe for S companies is to digitize expense stories and related receipts, storing them securely for future reference. With out acceptable documentation, even well timed submitted and reimbursed bills are susceptible throughout an audit. Sturdy file retention methods make sure that the “Affordable Timeframe” is adopted within the brief and long run.

These interconnected sides spotlight that the “Affordable Timeframe” is just not an remoted rule, however a vital ingredient in sustaining an accountable worker expense reimbursement. Constant enforcement, swift processing, and thorough documentation are all important features. These components fortify the expense reimbursement program, guaranteeing it operates as a legally sound and financially accountable part of the S company.

4. Return of Extra

The engine of an accountable worker expense reimbursement can sputter and fail if a seemingly minor part is uncared for: the precept of “Return of Extra”. Think about the narrative of a quickly increasing tech startup, integrated as an S company. Desirous to empower its gross sales staff, the corporate applied an expense coverage. Nevertheless, the language round unused advances remained imprecise. A gross sales consultant receives an advance of $2,000 for a week-long shopper go to. Precise bills complete solely $1,500. Absent a transparent directive to return the $500 surplus, the corporate unintentionally transforms this non-taxable reimbursement into taxable earnings for the worker. This misstep units off a sequence response, probably triggering payroll tax liabilities for the S company and making a damaging notion throughout the staff.

The “Return of Extra” serves as a essential safeguard in opposition to this state of affairs. An accountable association mandates that any quantity superior to an worker, exceeding precise documented bills, should be returned inside an inexpensive timeframe. The dearth of a clearly outlined methodology for returning these funds can set off IRS scrutiny. For instance, think about an audit the place a number of workers have retained unspent advances, rationalizing them as “future bills”. The IRS may reclassify all the expense reimbursement scheme as a disguised type of compensation, subjecting it to earnings tax and employment taxes. The answer lies in proactive design. An S company’s expense coverage ought to incorporate an easy mechanism for workers to remit unspent advances. This contains specifying acceptable fee strategies, establishing clear deadlines, and offering a reconciliation course of. The coverage must also spotlight the significance of returning extra funds and description potential penalties for non-compliance.

The importance of this precept extends past mere compliance. It displays a dedication to monetary accountability and transparency. By diligently implementing the “Return of Extra” requirement, the S company cultivates a tradition of accountability. This, in flip, strengthens the general monetary well being of the enterprise and safeguards the pursuits of each the company and its workers. The “Return of Extra” mechanism is a small gear, and when well-oiled helps hold the larger machine working easily. This understanding protects them from unwelcome tax implications and solidifies its repute as a accountable company citizen.

5. Detailed Documentation

The narrative of an S company navigating the complexities of tax regulation typically hinges on a single aspect: detailed documentation. And not using a verifiable file of enterprise bills, even essentially the most meticulously designed reimbursement association turns into susceptible. Think about the case of a small architectural agency, structured as an S company. The agency’s principal architect regularly travels to development websites and shopper conferences. An undocumented expense, no matter its legitimacy, dangers being reclassified as taxable earnings. This easy truth underscores the central position of complete information in an association that’s meant to be compliant.

A well-crafted doc mandates an itemized file of every expenditure. Receipts alone are inadequate. Every entry wants additional context: the date, location, function, and the people concerned. As an illustration, a lunch receipt requires the names of the attendees and a quick description of the enterprise mentioned. Mileage logs should embrace the beginning and finish factors of the journey, the overall distance lined, and the enterprise function of the journey. This rigorous stage of element transforms a group of transactions right into a verifiable narrative. Templates typically embrace area for such element, prompting workers to provide enough data for later verification. Furthermore, the constant utility of a exact record-keeping process protects each the S company and its workers from potential tax liabilities. If an proprietor takes a shopper out, conserving receipts displaying a enterprise connection turns a dangerous occasion right into a legit deduction.

Finally, the energy of an accountable expense reimbursement is immediately proportional to the standard of its supporting documentation. By investing in establishing clear tips, implementing standardized kinds, and coaching workers on correct record-keeping practices, the S company builds a sturdy protection in opposition to potential scrutiny. Detailed documentation is extra than simply compliance; it’s an integral part of sound monetary governance, safeguarding the long-term well being of the company and selling belief inside its ranks.

6. Worker Eligibility

The integrity of an expense reimbursement coverage is just as strong because the parameters governing worker eligibility. An S company that fails to obviously outline who can take part in its framework dangers inadvertently extending advantages to people not genuinely engaged in business-related actions. The results vary from minor tax discrepancies to extra substantial authorized challenges, eroding each the monetary stability and repute of the entity.

  • Defining “Worker” for the Function of Expense Reimbursement

    The time period “worker,” whereas seemingly easy, assumes heightened significance throughout the context of a expense reimbursement. It isn’t merely about who receives a W-2. Contract employees, for instance, are sometimes not eligible for reimbursements below the identical guidelines as full-time workers. An S company that mistakenly contains impartial contractors in its association may inadvertently misclassify their employment standing, resulting in payroll tax points. The coverage should clearly outline the parameters of “worker” standing, aligning with each IRS tips and the precise operational construction of the group. If contractors are included, there should be very rigorously managed for it.

  • Distinguishing Between Shareholder-Staff and Different Staff

    The waters grow to be muddier when shareholder-employees are concerned. As each house owners and workers, their reimbursements are scrutinized with elevated vigilance. An expense reimbursement coverage ought to delineate particular procedures for shareholder-employees, guaranteeing transparency and stopping the looks of disguised dividends. If a shareholder-employee’s journey bills are considerably increased than these of different workers in related roles, it raises a crimson flag. A well-defined reimbursement coverage ought to anticipate and deal with such discrepancies, guaranteeing honest and justifiable practices. It’s important to ensure all workers have entry to a template and guidelines.

  • Setting Eligibility Standards Based mostly on Job Operate and Obligations

    Not all workers incur the identical stage or kind of enterprise bills. A gross sales consultant who spends a good portion of their time touring will naturally have increased bills than an administrative assistant working primarily within the workplace. The coverage ought to tailor eligibility standards based mostly on job operate and tasks. This prevents blanket reimbursements that could be thought-about extreme or unsubstantiated. An engineering agency may set up a tiered system the place engineers touring to development websites obtain increased mileage reimbursement charges than these primarily engaged in in-office design work.

  • Sustaining Up-to-Date Worker Data and Job Descriptions

    An reimbursement coverage depends on correct and present worker information. Job descriptions ought to clearly define the tasks that justify expense reimbursement. As workers change roles or tasks, these information should be up to date to replicate their present standing. Failing to keep up correct information creates alternatives for error and potential misuse of the framework. An S company implementing a brand new association ought to conduct an intensive evaluate of its worker information, guaranteeing that job descriptions precisely replicate present tasks and that eligibility standards are utilized constantly throughout the board.

The difficulty of eligibility constitutes the bedrock of a legally defensible reimbursement coverage. By meticulously defining eligibility, adapting to the precise roles and tasks throughout the group, and sustaining meticulous information, the S company reinforces its construction and mitigates the danger of undesirable scrutiny. The S corp must periodically evaluate it to make sure it’s nonetheless correct for the enterprise.

7. Pre-Approval System

The implementation of a “Pre-Approval System” throughout the body of an association for an S company acts as a essential gatekeeper. Think about a small advertising company, structured as an S corp. In its early days, expense reimbursements have been largely advert hoc, counting on belief and post-hoc evaluations. A staff member, wanting to impress a possible shopper, expensed an extravagant dinner. The expense report, although technically compliant with the written guidelines, raised eyebrows. And not using a mechanism for pre-approval, the corporate discovered itself reimbursing an expenditure that, whereas arguably business-related, exceeded affordable limits. This occasion, whereas seemingly minor, uncovered a deeper vulnerability: the dearth of proactive management over bills. The anecdote underscores the significance of a “Pre-Approval System.” Such a system requires workers to hunt authorization earlier than incurring sure bills, notably these exceeding a predetermined threshold or falling into classes liable to abuse. Journey, shopper leisure, and enormous purchases sometimes warrant pre-approval.

The advantages of a “Pre-Approval System” prolong past mere value management. It serves as a preventative measure, guiding workers towards accountable spending habits and minimizing the danger of non-compliant expenditures. Think about an engineer at a producing S corp needing a particular piece of software program for a undertaking. As a substitute of buying the software program outright, the pre-approval course of prompts them to discover various, cost-effective options. Maybe a free trial exists, or an analogous device is already out there throughout the firm. The pre-approval stage turns into a chance for useful resource optimization and knowledgeable decision-making. The system itself must be built-in easily into the worker’s workflow. Cumbersome processes discourage compliance. A digital pre-approval type, accessible through a cellular app, streamlines the method, making it simple for workers to request authorization and for managers to evaluate and approve requests. Automated reminders and notifications make sure that requests are processed promptly, stopping delays and bottlenecks. In situations the place pre-approval is just not possible, the written coverage ought to doc situations the place that is the case.

In summation, the pre-approval mechanism constitutes a vital side of a well-structured and legally compliant expense reimbursement association. A system that lacks such proactive management dangers changing into a conduit for unchecked spending and potential tax liabilities. By implementing a transparent and streamlined course of, the S company ensures that bills are each legit and affordable, selling monetary accountability and safeguarding its long-term stability. A pre-approval system serves as an important part of the “accountable plan template for s corp,” reinforcing the framework’s robustness and defending the monetary integrity of the group.

8. Coverage Communication

An expense reimbursement, codified in an “accountable plan template for s corp,” stays solely phrases on paper with out efficient communication. Think about the story of a burgeoning software program firm that crafted an elaborate expense reimbursement coverage. The doc, meticulously reviewed by authorized counsel, detailed each conceivable state of affairs. Nevertheless, the corporate uncared for to adequately talk the coverage’s intricacies to its workers. New hires obtained the doc as a part of their onboarding package deal however got little steerage on its sensible utility. Consequently, expense stories have been regularly incomplete, inaccurate, or non-compliant. This communication breakdown not solely created administrative complications but in addition uncovered the corporate to potential tax liabilities. This narrative demonstrates an important level: a well-designed plan is ineffective if its guidelines will not be clearly understood and constantly utilized.

Efficient entails greater than merely distributing the written coverage. It requires proactive coaching, clear explanations, and ongoing assist. The communication technique ought to deal with widespread questions, make clear ambiguities, and supply sensible examples. An S company may conduct common workshops, host on-line Q&A classes, or create a user-friendly information with visible aids. Think about a producing agency that produced a brief video demonstrating methods to correctly doc mileage bills. The video, that includes actual workers and real-world situations, proved far simpler than the prolonged coverage guide. Moreover, communication should be steady. As tax legal guidelines evolve and enterprise wants change, the framework should adapt. Coverage updates must be communicated promptly and successfully, guaranteeing that workers stay knowledgeable and compliant.

The success of an “accountable plan template for s corp” hinges on coverage communication. Clear tips, mixed with a supportive communication technique, foster a tradition of compliance, cut back administrative burdens, and mitigate tax dangers. By investing in coaching and ongoing assist, the S company transforms a probably complicated and complicated course of right into a clear and environment friendly mechanism for reimbursing worker bills. Coverage communication is the bridge between the written guidelines and the sensible utility, guaranteeing that the framework serves its supposed function.

Incessantly Requested Questions

The panorama of tax laws surrounding S companies can really feel like a dense forest. Many grapple with the intricacies of legitimately reimbursing workers whereas adhering to IRS tips. Listed here are some widespread inquiries, answered with readability and precision.

Query 1: What occurs if an S company fails to implement an Accountable Plan?

Think about a state of affairs: a small consulting agency, structured as an S company, reimburses workers for enterprise journey with no clearly outlined framework. The agency believes it’s working inside authorized boundaries, however the IRS views the funds in a different way. All reimbursements are handled as taxable wages, topic to earnings tax and employment taxes. This oversight can set off vital penalties and again taxes, severely impacting the agency’s monetary stability. A failure to implement a sound reimbursement program generally is a expensive mistake.

Query 2: Can a shareholder-employee take part in an Accountable Plan?

The story is usually advised of shareholder-employees approaching their tax advisors, looking for readability on whether or not they, as each house owners and workers, can profit from an association. The reply is a cautious sure. The IRS scrutinizes reimbursements to shareholder-employees with elevated vigilance. The plan should be administered pretty, constantly, and with out discrimination towards the shareholder. Documentation should be impeccable, justifying each expense as a legit enterprise outlay, not a disguised dividend.

Query 3: What constitutes a “affordable timeframe” for submitting bills?

The idea of a “affordable timeframe” is usually a degree of competition. A small bakery, not too long ago integrated as an S company, struggled to outline this time period for its supply drivers. A driver submits bills six months after incurring them. Reminiscences have pale, and a few receipts are lacking. Is that this “affordable”? The IRS sometimes considers 60 days from when the expense was paid or incurred as an inexpensive timeframe. A coverage should explicitly state the submission deadlines to keep away from ambiguity and potential conflicts.

Query 4: Are there expense sorts that can not be reimbursed by an Accountable Plan?

Yearly, tales emerge of companies making an attempt to reimburse private bills by accountable plans. An proprietor shopping for garments for work, for instance, or commuting from dwelling to the workplace. These are typically thought-about private bills and will not be reimbursable by a longtime framework. Trying to take action can result in antagonistic tax penalties.

Query 5: How detailed do expense stories must be?

The extent of element required in expense stories is usually misunderstood. Think about an worker submitting a restaurant receipt with solely the date and quantity. There isn’t a point out of who attended the meal or what enterprise was mentioned. Such a report lacks the mandatory element to substantiate the enterprise function of the expense. A whole expense report ought to embrace the date, location, quantity, enterprise function, and names of people concerned.

Query 6: What position does expertise play in managing an Accountable Plan?

Within the digital age, expertise generally is a highly effective ally in managing the method. Think about a development firm transitioning from paper-based expense stories to a cellular app. Staff can now seize receipts with their smartphones, robotically generate expense stories, and submit them for approval with a number of faucets. Know-how streamlines the method, improves accuracy, and enhances compliance.

Navigating expense reimbursement laws requires diligence and cautious planning. Consulting with a professional tax advisor is very advisable to make sure compliance and optimize tax advantages.

The following part explores widespread pitfalls to keep away from when establishing an expense reimbursement course of.

Accountable Plan Template Ideas for S Corps

Establishing a compliant expense reimbursement course of can typically really feel akin to navigating a minefield. One misstep can set off undesirable scrutiny from tax authorities. The next suggestions, gleaned from years of expertise aiding S companies, may help navigate this complicated terrain.

Tip 1: Centralize Documentation

The story is advised of a producing agency the place worker expense stories have been scattered throughout a number of departments. Some have been saved in paper recordsdata, others on native computer systems, and nonetheless others existed solely as electronic mail attachments. Throughout an audit, the agency struggled to find all related documentation, resulting in delays and elevated scrutiny. Centralizing all expense-related paperwork in a safe, accessible repository streamlines the method and enhances audit preparedness.

Tip 2: Set up Clear Approval Workflows

A advertising company discovered the onerous approach the implications of unclear approval workflows. An worker, misinterpreting the coverage, expensed a lavish shopper dinner. The expense report slipped by the cracks, bypassing the suitable ranges of approval. Implementing clearly outlined approval workflows, with automated notifications and escalation procedures, prevents unauthorized or extreme bills.

Tip 3: Recurrently Evaluate and Replace the Coverage

The story of a development firm highlights the significance of standard coverage evaluations. The corporate’s coverage, drafted years in the past, didn’t account for modifications in tax legal guidelines and enterprise practices. Consequently, the corporate was inadvertently violating IRS laws. Reviewing and updating the coverage no less than yearly ensures compliance and relevance.

Tip 4: Present Ongoing Coaching and Assist

A small accounting agency applied a brand new expense reimbursement app, however didn’t adequately prepare its workers on its use. Staff struggled to navigate the app, leading to frustration and errors. Offering ongoing coaching and assist ensures that workers perceive the coverage and might adjust to its necessities.

Tip 5: Implement a System for Detecting and Stopping Fraud

The story is advised of a gross sales govt who routinely inflated mileage bills. The fraud went undetected for months, costing the corporate 1000’s of {dollars}. Implementing a system for detecting and stopping fraud, resembling information analytics and random audits, safeguards the corporate’s belongings and protects its repute.

Tip 6: Preserve Open Communication with Staff

A consulting agency launched a brand new expense reimbursement coverage with out adequately explaining the modifications to its workers. The dearth of communication led to confusion, resentment, and non-compliance. Sustaining open communication with workers fosters belief and encourages compliance.

Tip 7: Seek the advice of with a Certified Tax Advisor

Many enterprise house owners try and navigate tax laws on their very own, typically with disastrous outcomes. An S company sought recommendation from a tax skilled. This ensured compliance and maximized tax advantages. In search of steerage from a professional tax advisor is invaluable for optimizing the expense reimbursement course of.

Tip 8: Implement Constant Coverage

One firm would at all times enable the CEO to expense gadgets that aren’t allowed for different workers. This reveals favoritism and breeds resentment amongst different workers.

The following pointers present a strong basis for establishing a sturdy and compliant expense reimbursement course of.

The next part concludes the evaluation with a summation of the factors mentioned.

Accountable Plan Template for S Corp

The journey by the panorama of worker expense reimbursement, as utilized by an “accountable plan template for s corp,” reveals a framework of each alternative and peril. As revealed, the core components, when diligently utilized, create a robust mechanism for tax-efficient operations inside an S company. From the demonstrable enterprise connection, to the stringent necessities for detailed documentation and the well timed return of extra funds, every aspect serves as a essential line of protection in opposition to unintended tax penalties. Overlooking any of those features dangers remodeling legit enterprise bills into taxable earnings, probably triggering unwelcome scrutiny from tax authorities.

Like a well-tended backyard, an “accountable plan template for s corp” requires fixed vigilance. Coverage communication is significant, guaranteeing that every one staff members perceive and cling to its stipulations. Pre-approval programs function gatekeepers, stopping extreme or unauthorized spending. And the constant enforcement of eligibility standards safeguards in opposition to misuse. By committing to those core rules, S companies can domesticate a tradition of economic accountability and transparency. Because the enterprise world continues to evolve, the necessity for agile and compliant programs stays fixed. An expense course of, when managed with diligence, will stay a device for enterprise technique, not a stumbling block.

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