Business and International Tax Blog

With the year-end deadline looming for more than thirty million entities to file beneficial ownership information (“BOI”) reports with the Financial Crimes Enforcement Network (“FinCEN”) under the Corporate Transparency Act, 31 U.S.C. § 5336 (the “CTA”), a significant development has occurred. On December 3, 2024, a federal district court in the Eastern District of Texas issued a nationwide injunction on the CTA and its filing deadline in Top Cop Shop v. Garland et al., Case No. 4:24-cv-00478.

What Does this Ruling Say?

The CTA is preliminarily enjoined and cannot be ...

The United States District Court for the Northern District of Alabama - Northeastern Division has issued a ruling declaring the Corporate Transparency Act (CTA) unconstitutional. As a result, the federal government is permanently enjoined from enforcing the CTA against the named plaintiffs, the National Small Business United d/b/a the National Small Business Association, et al., who challenged the law.

This decision may impact the enforcement of the CTA, and brings into question whether Beneficial Ownership Information reports should be filed by companies with FINCen within ...

Starting January 1, 2024, the Corporate Transparency Act (“CTA”) may require your business entity to file a report with the Financial Crimes Enforcement Network (“FinCEN”) disclosing information about (1) the entity, (2) its Beneficial Owners (as discussed further below) and (3) for entities created or registered starting January 1, 2024, its Company Applicants (“BOI Report”). According to the government, tens of millions of entities will not qualify for an exemption and will need to start filing BOI Reports. Each entity that is registered with a U.S. state to ...

New Reporting Obligations for Privately Held Entities

Starting January 1, 2024, the Corporate Transparency Act ("CTA") may require your business entity (e.g., LLC, Corporation, LP, etc.) to file a report with the Financial Crimes Enforcement Network ("FinCEN") disclosing information about (1) the company and (2) its beneficial owners.

Please note these two key deadlines:

(1) Any existing entity (created before January 1, 2024) that does not qualify for an exemption must file a Beneficial Ownership Information Report (a “BOI Report”) no later than January 1, 2025.

(2) Any ...

On August 24, 2022, the IRS released Notice 2022-36, Penalty Relief for Certain Taxpayers Filing Returns for Taxable Years 2019 and 2020 (the “Notice”). The Notice waives certain failure-to-file penalties (FTF) and international information return (IIR) penalties for 2019 and 2020 returns. These must be filed no later than September 30, 2022. Plus, penalties for certain late-filed returns for S corporations and partnerships that failed to report required information on 2019 and 2020 returns can be abated.

The Service recently issued proposed regulations [REG-104352-18] at the end of 2018 pertaining to hybrid dividends and amounts paid or accrued in hybrid transactions or with hybrid entities. Hybrid payments, transactions and entities are often utilized in structuring relationships between domestic and foreign parties, including affiliates and related parties. The objective for employing a “hybrid” feature in many instances  is to achieve a favorable tax outcome across jurisdictions. In some cases an intended double benefit in the form of a deduction/ no income outcome or a double non-taxable income outcome.

SBA Form 3508, Paycheck Protection Program Loan Forgiveness Application, provides an optional alternative payroll covered period for small businesses with a biweekly (every other week) or more frequent payroll schedule. A small business may elect the alternative covered period only if it uses a biweekly or more frequent payroll schedule; those with monthly payroll schedules cannot make the election. If a small business makes the election, the eight-week period, for ...

Congress late last night passed legislation modifying the Paycheck Protection Program (the “PPP”). The Consolidated Appropriations Act, 2021 (the “Act”) provides $900 billion for COVID-19 related relief, which also includes $285 billion for the restart and expansion of the PPP, is expected to be signed by the President this week. First-time borrowers looking for an initial PPP loan and certain eligible borrowers with existing PPP loans have through March 31, 2021 to apply for the next round of PPP loans (once the SBA starts accepting applications). 

Borrowers with ...

The U.S. Securities and Exchange Commission (“SEC”) estimates that capital raised in 2019 in private offerings under Regulation D ($1.56 trillion) was larger than the $1.2 trillion raised in public offerings during the same period. In a recent move, the SEC provided further support of private capital markets by broadening the definition of who may qualify as an “accredited investor” under Regulation D. While the stated purpose of the revised definition is to “better align access to unregistered offerings with the financial sophistication required to assess an ...

In late June, the Georgia Legislature passed the Georgia COVID-19 Pandemic Business Safety Act, SB 359. The bill will become law this Friday, on August 7, 2020.

What does the bill do?

The bill seeks to protect businesses, business owners, healthcare facilities and providers and individuals from certain types of premises liability civil lawsuits related to COVID-19.

Who is protected?

The bill offers protections to healthcare facilities, healthcare providers, entities and individuals. An “entity” entitled to protection under the bill is defined broadly to include any ...