Corporate Transparency Act, Part 4: Reporting Requirements Temporarily Suspended
As you may have been following, PilieroMazza previously reported on the requirements of the Corporate Transparency Act (CTA) and the reporting requirements that are associated therewith ( Part 1 , Part 2 , and Part 3 ). On December 3, 2024, in the case of Texas Top Cop Shop, Inc. et al. v. Garland et al., the U.S. District Court for the Eastern District of Texas issued a preliminary injunction against the enforcement of the CTA that applies nationwide. In its ruling, the court found that the “CTA is . . . Read More
Corporate Transparency Act, Part 3: Filing Extensions for Businesses Affected by 2024 Hurricanes
The Financial Crimes Enforcement Network (FinCEN) announced a significant relief measure under the Corporate Transparency Act (CTA) for businesses affected by five hurricanes impacting the U.S. in 2024. Hurricane relief extends the deadline for submitting a Beneficial Ownership Information Report (BOIR) by six months for companies that meet specific criteria. Please visit this link for Part 1 and this link for Part 2 in this series. Which Companies Qualify for the Extension? To qualify for this extension, a reporting company must meet two . . . Read More
Corporate Transparency Act, Part 2: Exempt Status, Physical Office, Dissolved and Tribal Entities, and Beneficial Ownership Information
The Corporate Transparency Act (CTA), which came into effect on January 1, 2024, has significant implications for government contractors, tribal entities, and commercial businesses. If you formed an entity before January 1, 2024, and are not subject to one of the exemptions, you must file your initial Beneficial Ownership Information Report (BOIR) no later than January 1, 2025. If you formed an entity on or after January 1, 2024, and are not subject to one of the exemptions, you must . . . Read More
Focus on S Corporations, Part 3: Tax Implications and Special Considerations in S Corp Acquisitions
Acquiring a business can be a strategic move to grow, diversify, or compete in the market. Acquisition also involves significant tax implications that can affect the value and structure of the deal. Therefore, it is crucial for buyers and sellers to understand the tax consequences of different types of acquisitions and plan accordingly. In Part 3 of PilieroMazza’s blog series “Focus on S Corporations,” we highlight key elements of an S Corp acquisition that buyers and sellers should address to . . . Read More
Focus on S Corporations, Part 2: Inadvertent Termination of S Corporation Elections
The IRS recently provided guidance addressing inadvertent terminations of S Corporation (S Corp) status based on existing provisions in corporate documents that remain after a company makes an S Corp election. This can be a complex legal task that aims to harmonize documents for clarity and consistency in their interpretation and application. In this Part 2 of the blog series “Focus on S Corporations,” PilieroMazza offers guidance to businesses on how to make corrections after an S Corp election to . . . Read More
Focus on S Corporations, Part 1: Choosing the Right Entity to Meet Your Small Business Goals
Most business owners understand the need to create an entity to operate their business. However, beyond general knowledge, many owners are unsure of when is the right time to create an entity and which type of entity makes sense for their business goals. These choices are complex and vary for each type of business. This is the first in a series of blogs focused on S Corporations (S Corps) where attorneys in PilieroMazza ’s Corporate & Organizational Governance Team explore different S Corp entity types, their . . . Read More
The Corporate Transparency Act: Updates, Requirements, and Enforcement for Small Businesses
The Corporate Transparency Act (CTA) has been a hot topic for small business owners since its inception. As we approach its effective date on January 1, 2024, it’s crucial to understand CTA’s implications for small businesses. Below, attorneys in PilieroMazza ’s Business & Transactions Group offer guidance to small business owners and their senior officers on CTA compliance and potential criminal and monetary penalties for failure to report information required by the CTA. PilieroMazza attorneys will also present “Understanding the Corporate Transparency Act: Implications and . . . Read More
Focus on SBA’s SBIC Program, Part 3: Demystifying the Intricacies of the SBIC Application Process
The Small Business Investment Company (SBIC) program is emerging as a powerful financial tool for small business government contractors seeking a transformative approach to financing and growth. This third blog in the series “Focus on SBA’s SBIC Program” demystifies the intricate SBIC application process and reveals strategic benefits associated with obtaining an SBIC license. Small business government contractors should familiarize themselves with the application process to unlock new avenues of capital to foster their success. Please visit this link for Part . . . Read More
Operating Agreement Drafting Considerations: Removal of a Member
When establishing a multi-member limited liability company, it is important to plan for the worst. It may seem cynical to think about the end before the beginning, but every company has a half-life. And while relationships at the outset of any venture are typically strong, it often becomes necessary to remove or dissociate a member who is negatively impacting those relationships—or even the business. If no protection is built into the organizational documents, the members’ recourse is limited to circumstances . . . Read More
Ratification of Defective Corporate Actions Under the Virginia Stock Corporation Act
In 2019, the Commonwealth of Virginia adopted a variety of amendments to the Virginia Stock Corporation Act (VSCA). While many of those amendments are already effective, some of the amendments will go into effect on July 1, 2021, including those addressing how a corporation may ratify defective corporation actions. These new provisions provide corporations with vital tools to ensure that actions taken by the corporation, which might otherwise be found to be void or voidable under Virginia law, are valid . . . Read More