Nathan B. Hannah, attorney - Law Blog

THIS IS GETTING RIDICULOUS - THE CORPORATE TRANSPARENCY ACT REPORTING REQUIREMENTS ARE ON HOLD AGAIN

12/31/2024

Now FinCEN says that as a result of a new ruling out of the Fifth Circuit, overruling the earlier Fifth Circuit order that I discussed in my previous post, "as of December 26, 2024, the injunction issued by the district court in Texas Top Cop Shop, Inc. v. Garland is in effect and reporting companies are not currently required to file beneficial ownership information with FinCEN."
If you want to read the whole tortured history that brought us to this juncture, go to FinCEN's Beneficial Ownership Information (BOI) page and click on the first "Alert" in red in the middle of the page.
I think I am going to stick with the suggestion in my previous post, that is: go ahead and do the reporting now. On balance, I think the risk in unnecessarily disclosing the reporting information is lower than the risk that the requirement will be reinstated, with an unreasonable deadline and likely technical issues in getting it done while everyone else in the country is rushing to do it, too.

NEVER MIND WHAT I SAID YESTERDAY - THE CORPORATE TRANSPARENCY ACT REPORTING REQUIREMENTS ARE BACK ON

12/24/2024

Within hours after I posted yesterday that FinCEN had acquiesced to the injunction postponing the beneficial ownership information reporting requirements under the Corporate Transparency Act, the Fifth Circuit vacated the injunction. This means that the reporting requirements are back on.
FinCEN has generously extended the reporting deadline for LLCs and corporations formed before the beginning of 2024 to January 13, 2025. If your LLC or corporation was formed on or after September 4, 2024, they have given you an extra 21 days.
The details are on the beneficial ownership information page at FinCEN's web site.
If you haven't done this reporting yet, I suggest that you do it now.

CORPORATE TRANSPARENCY ACT REPORTING REQUIREMENTS ARE ON HOLD FOR NOW

12/23/2024

The following “Alert” appears on the web page of the Financial Crimes Reporting Network at www.fincen.gov/boi (emphasis added):

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.

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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.), a federal district court in the Eastern District of Texas, Sherman Division, issued an order granting a nationwide preliminary injunction that: (1) enjoins the CTA, including enforcement of that statute and regulations implementing its beneficial ownership information reporting requirements, and, specifically, (2) stays all deadlines to comply with the CTA’s reporting requirements. The Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024.

Texas Top Cop Shop is only one of several cases in which plaintiffs have challenged the CTA that are pending before courts around the country. Several district courts have denied requests to enjoin the CTA, ruling in favor of the Department of the Treasury. The government continues to believe—consistent with the conclusions of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon—that the CTA is constitutional.

While this litigation is ongoing, FinCEN will comply with the order issued by the U.S. District Court for the Eastern District of Texas for as long as it remains in effect. Therefore, reporting companies are not currently required to file their beneficial ownership information with FinCEN and will not be subject to liability if they fail to do so while the preliminary injunction remains in effect. Nevertheless, reporting companies may continue to voluntarily submit beneficial ownership information reports.

In other words, the reporting requirements that I discussed in my most recent newsletter can be disregarded for now, but stay alert in case they are revived by a later court decision.

WHO GETS TO DECIDE IF MY NEIGHBOR CAN PUT 15 FOOT TALL DINOSAUR STATUES IN HER FRONT YARD?

11/15/2023

Based on an actual case from northern California, my new Real Estate Law Update explores the topic of aesthetic controls that can apply to private property, and the various authorities and jurisdictions that can impose such controls.
To peruse past issues of my Update and other newsletters, go to the news and events page at deconcinimcdonald.com.
To get added to the mailing list for future Updates, send me an email from the link on the home page of this site.

HAVE YOU BEEN GETTING EMAILS THAT SAY "YOUR ACCOUNT HAS BEEN PUT ON HOLD?"

11/9/2023

Have you been getting emails that look like they’re from a bank, an online retailer, or a government agency, saying that your account has been put on hold due to suspicious activity?
If you have been getting those emails, the IRS wants you to know that “they are scams.” That’s an actual quote from an IRS news release.
Learn more by reading my latest Tax Law Special Report. You will find it linked under the Recent News heading on the home page of my firm’s web site, deconcinimcdonald.com.

HOW DO I INCLUDE MY INSTAGRAM PAGES, ELECTRONIC BOOK FILES, AND DIGITAL MUSIC FILES IN MY ESTATE PLAN?

7/11/2023

If you have digital assets, such as books or electronic music you have written that exist only in cloud files, or Instagram pages with your creations in them, you probably want to make sure they are dealt with in your estate plan, but you may be unsure about how to do it.
My new Estate Planning Law Report may give you some ideas on how to start. The Report is about the Revised Uniform Fiduciary Access to Digital Assets Act (the “RUFADAA”). It’s a subject that will only become more important now that just about everything is stored in the cloud.
You can read my new Estate Planning Law Report, and browse past issues of the Report, my Real Estate Law Update, and my Tax Law Special Report, in the news and events section of deconcinimcdonald.com.

NEW REPORTING REQUIREMENTS FOR OWNERS OF CORPORATIONS, LLCs and LPs

3/13/2023

If you own more than 25% of a corporation, limited liability company, or limited partnership, or if you exercise substantial control over one, you will be required to report certain personal information to the Financial Crimes Enforcement Network, a bureau of the United States Department of the Treasury, effective in 2024.
This is not a rule that will affect only large companies. In fact, it probably won't affect publicly traded companies. It will, however, affect every privately held corporation and LLC that has at least one 25% owner.
Get the basics on this far-reaching new requirement in my latest Tax Law Special Report, posted at the web site of my firm, DeConcini McDonald.

MORE FREQUENTLY ASKED QUESTIONS ABOUT WILLS

4/1/2021

The March, 2021, edition of my Estate Planning Law Report gives you news you can use about wills, in the ever-popular frequently asked questions (FAQ) format. It's posted at deconcinimcdonald.com, where you will find lots of other useful information, as well.
If you would like to be added to my mailing list and receive my newsletters via snail mail, just send me an email from the link on the home page of this site.

HOW IS TECHNOLOGY CHANGING REAL ESTATE TRANSACTIONS?

10/29/2020

What effect is the use of technology having on how real estate transactions are conducted? It’s a topic I have discussed more than a few times in recent months. I came back to it again this month, in the context of the now widespread use of remote communications technology. I think the tremendous growth in the use of remote communications technology is going to accelerate trends away from traditional real estate transaction methodologies that already existed, and will eventually completely transform the world of real estate.
If you would like to know more about this exciting trend, please go to the Recent News section on the front page of deconcinimcdonald.com and click on the link for my Real Estate Law Update for October, 2020.
If you would like to receive the Update every month via snail mail, please go to the home page of this site and click on my email.

WITH SO MANY THINGS GOING VIRTUAL, WHAT ABOUT NOTARIZING SIGNATURES?

9/29/2020

Can a notary notarize documents virtually? In other words, can a notary affix his or her seal to a document electronically? In Arizona, the answer is yes, they can. There are two different processes now provided for in Arizona law that allow signatures to be notarized virtually. Those processes are the topic of my latest newsletter, along with a brief revisit of the subject of virtual wills. It’s in my Real Estate Law Update for September, posted for your edification in the news and events section of deconcinimcdonald.com.