Category: Corporate & Business law
Get Your Company Records Right with Help from BGS
July 10, 2024 | Carole Clark Isakson
Almost weekly, I am contacted by a small business owner who needs their company’s corporate records to be “updated.” This “update” request is usually prompted by ownership changes, the sale of the company, or a potential lender doing its due diligence. In all cases, those other parties want to make sure that the company they are buying or investing in has been properly formed, is properly managed, and has designated those with authority to bind the company. And—in at least half of these cases—the reason the company records need updating is because the owners initially formed the entity without legal help. Many people know that the Minnesota Secretary of State provides forms for the initial Articles, but this is not enough. If all you do is file the Articles, you have done nothing more than create a shell of a company. It is unlikely that a lender will be satisfied with this, and anyone buying your company (except perhaps another existing owner) will insist that the company records be completed and corrected. Filing Articles of Incorporation (for a corporation) or Organization (for an LLC) is only the first step. To complete those online, you will need the following: Proposed name of the entity Registered office and agent How many shares are authorized (in the case of a…
Read MoreTHE CORPORATE TRANSPARENCY ACT WILL APPLY TO MANY U.S. BUSINESSES – ARE YOU READY??
November 9, 2023 | Carole Clark Isakson
The Corporate Transparency Act (“CTA”) is a federal law that will go into effect on January 1, 2024. Unless a company is exempt from reporting (see below) all business entities formed in the U.S. will need to complete and file a beneficial ownership disclosure form (“BOI”) with the U.S. Treasury’s Financial Crimes and Enforcement Network (“FinCen”). Will it apply to my company? The CTA applies to all entities formed in the U.S. with several significant exemptions, including but not limited to: 1) entities that are already heavily regulated (like banks and insurance companies), 2) large companies with a physical U.S. office and more than 20 employees and more than 5 million per year in revenue, 3) certain tax exempt entities, 4) accounting firms and 5) public utilities. The CTA sets out twenty-three exemptions. In addition to those exemptions, entities that are not created through a filing at a state office do not have to comply with the CTA; those entities include trusts and general partnerships. What timelines apply? Companies created before January 1, 2024 will have an entire year to make the required filing. Entities that are created on or after January 1, 2024 must make the filing within thirty days (this timeline may be extended a month or two, this has yet to be…
Read MoreCorporate Transparency Act Fraud Alert
November 7, 2023 | Carole Clark Isakson
Have you heard about the Corporate Transparency Act? Starting in January 2024, many entities will need to report ownership and management information to FinCEN — Financial Crimes Enforcement Network. This branch of the US Treasury Department collects and examines details on economic transactions to help thwart domestic and international financial crimes. Barna, Guzy & Steffen has been actively educating our clients and business partners about this important law. As people become more aware of the requirements, criminals have seen this new reporting requirement as an opportunity to steal personal information. Keep reading to learn more about how to avoid becoming a victim of fraudulent activity regarding the Corporate Transparency Act. Details from the Treasury Department For your convenience and protection, BGS is sharing this information directly from the FinCEN Website: “FinCEN has been notified of recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act. The fraudulent correspondence may be titled “Important Compliance Notice” and asks the recipient to click on a URL or to scan a QR code. Those e-mails or letters are fraudulent. FinCEN does not send unsolicited requests. Please do not respond to these fraudulent messages or click on any links or scan any QR codes within them.” Contact Barna,…
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