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Companies Need Not File Beneficial Ownership Information Reports – at least for now

December 9, 2024 | Morgan B. Brading

Gold-Gavel-photo-credit-by-pixaby-300x165 The Corporate Transparency Act (CTA) requires most small business corporations and limited liability companies to file Beneficial Ownership Information Reports (BOI reports or BOIRs) with the Financial Crimes Enforcement Network (FinCEN), a part of the United States Department of Treasury. The purpose of the reports is to give law enforcement information regarding the people who own or control companies that may not otherwise be available to them, primarily for the purpose of investigating money laundering and other financial crimes. For companies that were formed before January 1, 2024, BOIRs are due by January 1, 2025.

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.

Who owns a nonprofit corporation?

September 2, 2023 | Michael R. Smith

The answer to that question is remarkably simple but surprising to many: No one owns a nonprofit corporation. To understand why that is so, let’s compare nonprofit corporations to for-profit or business corporations.

Business Corporations

Imagine you buy 100 shares of common stock in a corporation on the New York Stock Exchange. Congratulations! You’re a shareholder. Your 100 shares of stock give you specific economic and noneconomic rights.

Maintaining Indiana Limited Liability Companies: Part I Statutory Requirements

December 27, 2017 | Michael R. Smith

Compared with corporations, limited liability companies are generally low maintenance, but not entirely maintenance free. A few requirements are imposed by statute, and the operating agreement may or may not create some additional formalities that must be observed. In addition, there are good practices that, in addition to observing the required formalities, help preserve the liability shield that protects the owners’ assets from creditors of the LLCs (or the “corporate veil”). Part I addresses the statutory requirements and the types of requirements that are sometimes found in operating agreements; Part II will address some best practices.

NOTE: This post and Part II address only the requirements and best practices related to “corporate” governance, particularly those that are relevant to preserving the corporate veil. For any particular LLC, there may be a myriad of other legal requirements and best practices related to other areas, such as employer-employee relationships and permits or licenses that are necessary to conduct the LLC’s business, that are not addressed here.

Statutory Formalities

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September 2, 2016 | Michael R. Smith

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Nonprofit Corporations: Tips for Taking Minutes of Board Meetings

March 30, 2015 | Michael R. Smith

Secretaries of nonprofit corporations have the sometimes unenviable and unrewarding responsibility of making sure that minutes of meetings of the board of directors are taken and maintained. Here are some practical tips and suggestions for writing the minutes that I have accumulated over time and revised over time. These are not hard-and-fast rules, and reasonable people may disagree with me about some or all of them.

Note whether the meeting is a regular meeting or a special meeting. A regular meeting is one that is scheduled by the board. A special meeting is one called by an officer or one or more individual directors as authorized by the articles of incorporation, bylaws, or the state statute governing nonprofit corporations. If it is a special meeting, note who called it and how.
Note the date, time, and place of the meeting to show consistency with the notice of the special meeting or with the board resolution scheduling the regular meeting.