Update on Bill Actions

• April 16, 2025.  Final update.  The Indiana Governor signed House Enrolled Act 1593, which will take effect July 1, 2025.  Watch for another article from us explaining what business lawyers and business owners need to know or do, now that HEA 1593 is law.

The Bill

The post Indiana House Bill 1593: Fraud Prevention appeared first on Indiana Business Law Blog.

This article explores key indemnification terms and practical tips for analyzing clauses.  By understanding these provisions, business owners can understand their rights, duties, and risks.

Let’s start with some definitions and then examine how the defined terms fit into an example clause.

The post Indemnification Clauses: Insights for Indiana Business Owners appeared first on Indiana Business Law Blog.

Buying a small business in Indiana is an exciting venture that can set you on the path to success. One critical decision stands between you and your dream: Should you buy the company itself or just its assets? Let’s explore these two approaches to help you navigate this important choice. For simplicity, let’s assume the business is organized as an Indiana limited liability company (LLC).

Stock Purchase vs. Asset Purchase: The Basics 

If you decide to buy the company itself, you’ll be purchasing the interest in the LLC—often referred to as a “stock sale.” While LLCs don’t technically have stock, the term persists as a carryover from the days when corporations, which do have stock, dominated the business landscape.  Another name that is becoming more common is “equity sale,” which covers stock in a corporation, interest in an LLC, and any other form of equity.

The post Buying a Small Business in Indiana: Stock Purchase or Asset Purchase?  appeared first on Indiana Business Law Blog.

William Shakespeare, Romeo and Juliet, Act II, Scene II

Shakespeare may have been right about flowers, but about companies…not so much. Choosing the right name for your limited liability company (LLC) can be an important factor in its success. The name you select will not only represent your brand but will also serve as a legal identifier for your LLC. This article outlines key considerations for picking an LLC name, whether you’re forming a business entity or setting up a personal LLC, such as for estate planning. While this discussion focuses on Indiana LLCs, similar rules apply to LLCs across most states.

The post Key Considerations When Naming Your LLC appeared first on Indiana Business Law Blog.

As the situation changes, and rather than continue to post blog after blog on the current status of the BOI reporting requirements, all updates will live on this post for now.  As we endeavor to provide updates as soon as possible in one central location, please be aware that there may be delays. If you would like our office to file the BOI on behalf of your business, please contact our office.

Current status of CTA Reporting Requirements:  MANDATORY (Updated: 02/21/2025) 

The post More Changes to Enforcement of the Corporate Transparency Act and BOIRs appeared first on Indiana Business Law Blog.

The Financial Crimes Enforcement Network (FinCEN) has issued a statement that all reports during the preliminary injunction are considered “voluntary” and there will be no penalty for reporting companies who fail to file during that period. In their statement, FinCEN maintains that they believe the CTA is constitutional and vital in protecting the United States and its citizens from financial and other crimes. 

What does this statement mean, if anything, for your small business?  

The post FinCEN Issues Update on Beneficial Ownership Information Reports appeared first on Indiana Business Law Blog.

 At least they were before this week. On December 3, the United States District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc. v. Garland (civil action number 4:24-CV-478) ruled that the CTA is likely unconstitutional and issued a nationwide preliminary injunction prohibiting the enforcement of the BOIR requirement. In doing so, the court wrote, “[R]eporting companies need not comply with the CTA’s January 1, 2025, BOI reporting deadline pending further order of the Court.”

For several reasons, this is not the last word on the CTA.  First, the Government has already appealed the decision to the U.S. Court of Appeals for the Fifth Circuit, which could set aside the preliminary injunction.

The post Companies Need Not File Beneficial Ownership Information Reports – at least for now  appeared first on Indiana Business Law Blog.

An anonymous LLC (limited liability company) is a type of business structure in which the public has no access to the owners’ identities. This means that the names of the members (owners) and managers (if any) of the LLC are not listed on records that are available to the public.   

Even though the members and managers are anonymous to the public, they are not anonymous to certain government agencies or to law enforcement. For example, the LLC’s tax returns filed with the IRS and other tax authorities list the names of its members. In addition, a new report that became mandatory this year for most LLCs, called a Business Ownership Information Report, discloses the names of most members and managers to the Financial Crimes Enforcement Network or FinCEN. [Update 4/5/2025:  After several confusing court decisions and reversals, the last word from FinCEN is that domestic LLCs and other entities will not be required to file Business Ownership Information Reports.  Only foreign entitles will be required to file.]

The post Anonymous LLCs: A Guide to Understanding Their Benefits and Drawbacks appeared first on Indiana Business Law Blog.

What is the purpose of the CTA?

The purpose of the Corporate Transparency Act, passed by Congress in 2021 on a bipartisan basis, is to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures. The BOIR provides law enforcement with information that may not otherwise be readily available to them.

The post New Federal Reporting Requirement for Business Entities appeared first on Indiana Business Law Blog.

Basic LLC Principles: Interest versus Membership

Understanding SEA 18 requires an understanding of the difference between LLC interest and membership.

The post New Indiana Statute Regarding Single-Member LLCs appeared first on Indiana Business Law Blog.