Corporate Governance

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The Corporate Transparency Act (CTA) and its reporting requirements are back in effect. This afternoon, a federal district court in Texas granted the U.S. government’s motion to stay (i.e., pause) the nationwide CTA injunction.

Based on FinCEN’s most recent alert, FinCEN intends to extend the reporting deadline for all reporting companies to 30 days from today (March 20, 2025), but FinCEN has not announced an official deadline. FinCEN also stated that it intends to “assess its options to…
Continue Reading Yo-Yo-Yo: CTA is Back

The U.S. Government has appealed a federal judge’s order temporarily blocking the enforcement of the Corporate Transparency Act (CTA). As a result, the case is now headed to the Fifth Circuit Court of Appeals.

Currently, reporting companies are not required to submit filings. FINCEN has acknowledged this in a recent update to its website, stating: “Reporting companies are not currently required to file a BOIR and are not subject to liability if they fail to do so while…
Continue Reading U.S. Government Appeals Block on CTA Enforcement

On December 3, 2024, the U.S. District Court for the Eastern District of Texas granted a preliminary, nationwide injunction enjoining the United States federal government from enforcing the  Corporate Transparency Act (“CTA”), which includes the reporting of beneficial ownership information (“BOI Report”) to the U.S. Federal Crimes Enforcement Network (“FinCEN”). The court’s reasoning revolved around the constitutionality of the CTA. The immediate impact is that companies are, at least temporarily, no longer required to file a BOI Report with…
Continue Reading Corporate Transparency Act Injunction Alert

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A federal district court in Texas has issued a landmark decision postponing the enforcement of the Corporate Transparency Act (the “CTA”). The Court held that the CTA exceeds Congress’ power and is therefore likely unconstitutional. As a result, reporting companies are no longer required to comply with the CTA’s January 1, 2025, reporting deadline.

As a reminder, the CTA imposed reporting requirements on many small businesses, requiring the “beneficial owners” of reporting companies to submit sensitive information to the…
Continue Reading Ding Dong, the CTA is DEAD!

As you know, the Federal Trade Commission (FTC) previously issued a rule that would ban most employee noncompetes throughout the United States.  See our previous updates NLRB Seeks Aggressive Enforcement Against Employers for Unlawful Non-Compete and “Stay-or-Pay” Provisions, Breaking News: Federal Court Halts FTC Noncompete Ban, The FTC’s Ban on Noncompetes Remains Imminent for Most Employers as Legal Challenges Continue, and Breaking News: FTC Finalizes Nationwide Noncompete Ban.  However, a few weeks prior to the…
Continue Reading Breaking News: Noncompete Ban Not Dead Yet!

The Corporate Transparency Act (the “CTA”) imposes requirements on entities dissolved in 2024. Effective as of January 1, 2024, the CTA mandates entities disclose information about their “beneficial owners” to the Financial Crimes Enforcement Network (“FinCEN”). Previously, there was uncertainty about whether dissolved entities must report under the CTA. However, on July 8, FinCEN updated its Frequently Asked Questions (FAQs) to address this uncertainty.

The FAQs clarify that entities dissolved before CTA’s effective date of January 1, 2024, do…
Continue Reading Unraveling the Corporate Transparency Act: Navigating Entity Dissolution

Wisconsin’s marital property laws impact compliance with the Corporate Transparency Act (the “CTA”). As discussed in other Ruder Ware CTA Focus Team insights, the CTA requires a “reporting company” to report information about its “beneficial owners” to the Financial Crimes Enforcement Network (“FinCEN”). The CTA defines a beneficial owner as “any individual who, directly or indirectly, exercises substantial control over a reporting company or owns or controls at least 25 percent of the ownership interests of a reporting…
Continue Reading Understanding the Corporate Transparency Act: Implications for Marital Property and Beneficial Ownership

The Corporate Transparency Act (the “CTA”), part of the federal government’s effort to curtail money laundering by means of shell company structures, imposes disclosure requirements on most entities registered to do business in the United States.  As discussed in other Ruder Ware CTA Focus Team insights, there is a presumption that all entities are bound by these new disclosure rules. However, the CTA carves out and exempts twenty-three different categories of entities from the regime.  Many of these…
Continue Reading The CTA’s Large Operating Company Exemption in Focus

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A crucial aspect of compliance with the Corporate Transparency Act (“CTA”) is understanding the various due dates and obligations. A “reporting company” must meet CTA reporting deadlines to avoid potential regulatory penalties. To avoid such penalties for non-compliance, a reporting company must plan ahead to ensure there is sufficient time to conduct CTA analysis, gather beneficial ownership information, and update any outdated corporate records.

1. Initial Reporting Deadline:

CTA requires a reporting company to submit Beneficial Ownership Information (“BOI”)…
Continue Reading Timing is Key: Navigating Due Dates of the Corporate Transparency Act for Seamless Compliance

Own a Business?

Read this: The U.S. Government may be entitled to some of your personal information, thanks to The Corporate Transparency Act

What is it?

Passed on January 1, 2021, the Corporate Transparency Act (CTA) requires most private  businesses operating in the United States to identify and report to the federal government certain details regarding individuals with ownership or control of the business. Reporting obligations begin January 1, 2024.

The CTA was created in response to concerns over…
Continue Reading The Corporate Transparency Act

Dec. 7, 2023 – More than 40 lawyers gathered at the Italian Community Center in Milwaukee for the State Bar of Wisconsin’s 2023 Diversity Counsel Program on Monday, Dec. 4.

The State Bar of Wisconsin’s Diversity and Inclusion Oversight Committee organized the program, emceed by Milwaukee County Circuit Court Judge Kori Ashley.

Launched by the State Bar in 2004, the Diversity Counsel Program was modeled after the original American Bar Association Minority Counsel Demonstration Program.

Originally designed to increase…
Continue Reading Diversity Counsel Program: ‘There’s a Space for You Here’

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One of the biggest challenges a compliance officer faces is establishing a strong commitment to creating a culture of compliance and obtaining recognition–there needs to be a compliance “tone from the top” of an organization.  There are numerous potential challenges to getting buy-in for this concept.  This can create frustration for compliance officers aware of the concept of compliance program effectiveness and the importance of a compliance culture beginning at the top of the organization.  A common potential challenge…
Continue Reading Compliance Officer Challenges and Commitment to Compliance Culture

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Non-profit organizations, by their nature, provide great value through their missions and services. That is at least part of the reason why they typically receive tax-exempt status, including under Section 501(c)(3) of the Internal Revenue Code (IRC). However, that tax-exempt status is fragile and contingent on meeting and maintaining certain requirements, and an organization can end up losing the status without intending to do so.

One of the requirements of 501(c)(3) organizations is that “no part of the net…
Continue Reading What’s the Deal with 501(c)(3)’s? (Part 1)

For a relatively short and simple document, a corporate resolution can be of the utmost importance. The use of corporate resolutions are imperative to the lawful continuation of your business. So today, I am going to walk you through the basics of corporate resolutions and why they are so important.

What is a corporate resolution?

A corporate resolution is a document that creates a formal written record of decisions made by a corporation’s board of directors. Resolutions are binding…
Continue Reading Resolved: The Importance of Corporate Resolutions