Compliance Stuff

Year-end is traditionally a time for looking back and planning ahead . . . in life, as well as in the course of your business. Included here are some things you will want to consider at the end of 2025, going into 2026. Prepare for annual filings. The year-end is the perfect time to consider whether you need to update information about your corporation, limited liability company, or other entity in the state of your organization, or any state in which you are qualified to do business. S ome items you’ll want to review include: Address Agent for service of process Authorized shares Purpose It is also a great time to review your business and determine if there are any states where your entity’s conduct of business will require it to register as a foreign entity. While Ohio doesn’t require annual reports, other states, such as Delaware, Kentucky, Indiana, and Tennessee, do, and you should prepare for these filings for any entity that is organized or does business in those states. Likewis...

  It’s hard to keep up with all the recent changes to labor and employment law, especially since the law always seems to evolve at a rapid pace. In order to ensure you stay on top of the latest changes and have an action plan for compliance, here is a quick review of some critical developments we tracked in December and a checklist of the essential items you should consider addressing in January and beyond. _____ Get ready for the new administration to take the reins.  You may already be following our post-election coverage on  workplace law developments to expect from the Trump administration , as well as President-elect Trump’s picks to lead  the Labor Department  and  the Federal Trade Commission  and for roles like  the Border Czar  and  the nation’s first AI Czar . We also offered  answers to your frequently asked questions  about the White House’s New DOGE Efficiency Initiative so you can separate myth from reality. You’l...

  In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports. The Corporate Transparency Act (CTA) plays a vital role in protecting the U.S. and international financial systems, as well as people across the country, from illicit finance threats like terrorist financing, drug trafficking, and money laundering. The CTA levels the playing field for tens of millions of law-abiding small businesses across the United States and makes it harder for bad actors to exploit loopholes in order to gain an unfair advantage. On Tuesday, December 3, 2024, in the case of  Texas Top Cop Shop, Inc., et al. v. Garland, et al. , No. 4:24-cv-00478 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas, She...

Filings Due January 1, 2025 In October 2023, we warned our readers of a new nightmare – beneficial ownership information ( BOI ) reporting under the Corporate Transparency Act ( CTA ). (Original article can be found  here .) As the January 1, 2025 filing deadline approaches for entities formed before this year, we wanted to give you the benefit of our experience with preparing and filing BOI reports. Over the past 12 months we got our own unique identifier numbers (more on that below) from the Treasury’s Financial Crimes Enforcement Network ( FinCEN  website); delved into plenty of organizational charts; and helped clients file many BOI reports. We discovered that the FinCEN web site ( https://fincen.gov/boi ) works well and is simple to navigate. From the landing page, you can link to FinCEN’s FAQs (which are always being expanded) and educational materials; the application for a unique identifier number; or the portal for filing the actual BOI report. But we have heard from ...

  In the complex world of eDiscovery, t he responsibilities of in-house counsel are more critical than ever. The stakes are high, and the consequences of missteps can be severe, as highlighted in this week’s Case of the Week. In this blog, we’ll examine the recent decision in   Domus BWW Funding, LLC v. Arch Insurance Company , where a series of eDiscovery failures led to costly and potentially case altering sanctions. This case serves as a cautionary tale for in-house counsel, offering vital lessons on the importance of early preservation, diligent supervision, and honest communication with the Court. Case Background The case of   Domus BWW Funding, LLC v. Arch Insurance Company  was decided on August 12, 2024, by U.S. District Judge Joshua Wolson. This decision, one of 13 in our eDiscovery Assistant database written by Judge Wolson, underscores the importance of proper eDiscovery practices. The issues at hand included cooperation of counsel, spoliation, sanctions,...

Question:   My accountant and other are telling me there is some federal government filing that I must make by the end of the year. My personal information is being sought. Can you explain what this is all about, whether I have to do it, and what happens if I decide not to? Answer:  I believe you are referring to the Corporate Transparency Act. Pursuant to the CTA, entities in existence as of Jan. 1, 2024, have until Dec. 31, 2024, to report their “beneficial ownership” to the Financial Crimes Enforcement Network (FinCEN). Entities formed during 2024 have 90 days to make the report. Entities formed after Jan. 1, 2025, will have 30 days to make the report (the best practice will be to do so as part of the formation of the entity). Note that Congress’ stated goal of requiring reporting of beneficial ownership is to strengthen its anti-money-laundering efforts. The CTA contains 23 exceptions to the reporting requirements. Most of these exceptions will not apply to dental practi...

  For any reporting company with modest complexity in terms of ownership and management, it will become apparent that requiring FinCEN Identifiers for all beneficial owners will be the only practical path forward for compliance procedures under the Corporate Transparency Act. Of course, this will push the risk of failure to update beneficial ownership information onto the beneficial owners themselves. Arguably, the beneficial owners are better positioned to bear the risk of updating their information when it changes, but this structure runs contrary to the stated intent of the Act, which is to police the reporting companies themselves as conduits of money-laundering, not the beneficial owners. If you're a passive 25% owner or a senior officer, beware. If the reporting company reports your FinCEN Identifier and you forget to update your information when you renew your driver's license or move to a new residence, you will bear the enforcement risk for those failures under the C...

 Overview June marked the six-month milestone for the implementation of the Corporate Transparency Act (CTA)—the landmark anti-money laundering law requiring beneficial ownership reporting for U.S. companies that became effective on January 1, 2024. During this period, millions of newly formed companies have already filed their beneficial ownership information reports (BOIRs) with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). But tens of millions more companies that were created or registered to do business before January 1, 2024, will be required to file their initial reports by January 1, 2025 . With five months left to evaluate the complex legal issues surrounding application of and reporting under the CTA, as well as gather relevant beneficial ownership information, these existing entities s hould be taking steps now to prepare to file their reports by the deadline. Since the enactment of the CTA and the launch of the Beneficial Ownership Sec...