Category: Corporate & Business law
Corporate Transparency Act – LIMITED Enforcement?
March 14, 2025 | Barna, Guzy & Steffen, Ltd.
If you have been following the “life” of the Corporate Transparency Act (CTA), an anti-money laundering law passed by Congress under the first Trump administration, you’ll have noticed the court challenges and on again, off again status. Those court challenges are likely moot at this point, as the Treasury Department announced on Sunday, March 2 that it will not enforce penalties or fines related to the CTA against US Citizens or domestic reporting companies. The CTA is a federal law that went into effect on January 1, 2024. The initial reporting deadline was December 31, 2024, with approximately 6.5 million filings made by that date. Estimates of the number of companies that should be filing exceed 30 million. Large companies and those in already regulated industries are exempt from filing. The actual filing is fairly simple, and the information is not public. Reporting has not been viewed as burdensome, although some companies have objected to being required to disclose ownership. At this time, FinCEN is still accepting filings, but we anticipate that few domestic companies will now elect to make the required filings. However, if your company has any foreign owners or is not a domestic (US) created entity, penalties and fines will still apply if the filing is not made. Further action…
Read MoreCorporate Transparency Act Beneficial Ownership Reporting: Compliance is Compulsory
November 25, 2024 | Carole Clark Isakson
Update December 19th, 2024 On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc., et al. v. Garland, enjoining the federal government from enforcing the Corporate Transparency Act (CTA) and its reporting deadlines. On December 13, 2024, the Department of Justice (DOJ) filed an Emergency Motion for Stay Pending Appeal in the Fifth Circuit requesting an expedited briefing schedule and a ruling “as soon as possible, but in any event no later than December 27, 2024, to ensure that regulated entities can be made aware of their obligation to comply before January 1, 2025.” Reporting companies should continue monitoring developments in the coming days in case the January 1, 2025 deadline for filing is reinstated. Ready. Congress passed the Corporate Transparency Act (CTA) in 2020 as part of its initiative to crack down on illicit activities, such as money laundering, commonly associated with shell companies. Under the CTA, many entities formed or registered to do business in the United States will be required to report various information concerning their beneficial owners and decision-makers. The idea behind the law is to unmask the natural persons behind a given entity. The Financial Crimes Enforcement Network (FinCEN), under the direction of the United…
Read MoreHow to Coordinate Business Succession & Estate Planning
October 30, 2024 | Carole Clark Isakson
At some point, many business owners execute a will or trust to provide for the disposition of their personal assets. Those dispositions will either specifically or generally deal with their business ownership interests as well. However, business succession planning is also affected by an entity’s governing documents. This blog addresses the possible conflicts between the entity documents and the individual owner’s estate planning documents. Make sure your business attorney and estate planning attorney are each aware of your plans so you can avoid such conflicts. Governing Documents Affect Business Succession Planning When a business owner makes an estate plan, they must decide where all their assets are to go, including ownership in the business. The owner—let’s call her Sam—may wish to leave half of XYZ Properties to her three children for their benefit. So, Sam’s will or trust will state that her ownership interests in the company (or perhaps simply all her assets) are to be divided equally among her three children. Whether or not this will actually happen depends on the governing documents of XYZ Properties. There are several forms of business entities. But no matter the type of business, the owner(s) intentionally created it, and in cases where there is more than one owner, the owner intentionally chose the other person(s) with whom…
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