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January 1, 2025 Deadline Is Fast Approaching for Compliance with the Corporate Transparency Act
The Corporate Transparency Act (CTA) requires entities, including corporations, limited liability companies, and limited partnerships, to file a beneficial ownership information (BOI) report with the Financial Crimes Enforcement Network (FinCEN), a division of the US Treasury Department.
Checklist for Foreign Companies Expanding into the US
You’re a foreign company looking to set up shop in the United States. You have weighed the pros and cons of expanding your business into the United States, confirmed the compatibility of any products or services you offer with the US market, and have a team ready to expand your business in the United States. All you need now is to make sure you have checked all the legal and regulatory boxes. We’ll walk you through those boxes, like choosing a business structure, navigating laws and regulations concerning immigration, employment, and taxes, securing funding and real estate, and more. With smart planning and preparation, your company can thrive on this side of the pond.
The Qualified Small Business Stock Issues Affecting Conversion Of An LLC Into A Corporation, as published in the practical lawyer
Members Gregg Benson, Daniel DeWolf, and Associate David Salamon co-authored an article in ALI CLE’s The Practical Lawyer discussing the tax implications and strategies for converting a start-up organized as an LLC into a corporation. Their article specifically dives in on the potential benefits of the Qualified Small Business Stock (QSBS) rules under Section 1202 of the Internal Revenue Code.
Important Updates to the New York LLC Transparency Act
The New York LLC Transparency Act (NYLTA) has recently been amended. The key take-aways are as follows:
Effective Date has been pushed back a year to January 1, 2026.
Reporting Companies formed or registered in New York prior to January 1, 2026 will have until January 1, 2027 to provide initial reporting information.
Reporting Companies formed or registered in New York after January 1, 2026 will be required to provide initial information within 30 days after formed or registered in New York.
Set forth below in additional detail is an updated Client Alert on the NYLTA.
Considering Converting an LLC into a Corporation? Here Are the QSBS Issues You Should Be Thinking About.
A common question we receive from founders is whether to organize their start-up business as a corporation or as an LLC . While there are many non-tax related factors that need to be considered, this is often (at least in part) a tax driven decision. Organizing the business as an LLC can come with certain tax advantages, such as avoiding an entity level corporate tax and, subject to various limitations, permitting founders to use losses generated by the business and passed through on their Schedule K-1 to offset their other income. Alternatively, while organizing the business as a corporation results in an entity level corporate tax and precludes the pass-through of losses, it may permit the founders to access the “qualified small business stock” (QSBS) rules of Section 1202 of the Code.
FINCEN Publishes Final Rule on Beneficial Ownership Requirements - A Critical Step Towards Heightened Transparency in U.S. Financial System
FinCEN began the slow, arduous process towards a final set of regulations in April of 2021. Now, nearly eighteen months later FinCEN has published the first of three expected final rules. The first rule, published on September 30, 2022, deals with beneficial ownership reporting requirements and provides clarity regarding which entities must report BOI and what constitutes beneficial ownership (the “Final Rule”). While the full version of the Final Rule can be found on FederalRegister.gov, we further discuss these points and some additional components below.
From the Edge - In the Boardroom: Session 3 - Board Committees
In our third session, “Board Committees,” the team discusses the various types of committees, the role or purpose of committees, committee composition, ESG as it relates to committees, and board committee trends.
From the Edge - In the Boardroom: Session 2 - Running an Effective Board Meeting
Our In the Boardroom: Practical Advice and Guidance podcast series features insights from Mintz Members Steve Osborn, Melanie Levy, and Tom Burton on a wide variety of topics specific to boards. For decades, Steve, Melanie, and Tom have guided companies from inception to exit, and have encountered, navigated, and mitigated innumerable board-related issues. From their experiences, you can learn a great deal. Let’s take a listen!
From the Edge - In the Boardroom: Session 1 - Board Basics
Welcome to our new podcast series In the Boardroom: Practical Advice and Guidance, featuring insights from Mintz Members Steve Osborn, Melanie Levy, and Tom Burton on a wide variety of topics specific to boards. They’ll answer all of your questions related to the “who, what, when, where, and how” of boards.
Amendment to Delaware Law Permits Exculpation of Officers in Corporate Charters
Delaware has long permitted corporations to limit or eliminate monetary liability of directors from breach of fiduciary duty of care lawsuits. However, the same protections have not been afforded to a corporation’s officers. Effective August 1, 2022, the Delaware General Corporation Law has been amended to address this discrepancy.
Is a Public Benefit Corporation Right for Your Mission-Driven Business?
This article is geared towards founders who have an idea for a mission-driven business and want to know what to do next.
What You Need to Know To Be An Effective Board Member For a Private Company
By Bertie Magit
While many materials instruct directors on their fiduciary duties, there are fewer resources available addressing the day-to-day responsibilities delegated to directors. This article helps directors and companies understand the general areas of responsibility of directors.
MintzEdge Entrepreneur Perspective: Carl Dumesle Of HUGS On Launching A Start-Up As A Student
In this podcast, Sebastian Lucier speaks with Carl Dumesle, one of the winners of the USD School of Business Fowler Business Concept Challenge, about the experiences of launching a company as a student and engaging with academic institution resources available to student entrepreneurs.
Mintz Minute: Simple and Fast Ways to Write an Executive Summary
In this video, Jeremy Glaser explains simple and fast ways to write an executive summary.
MintzEdge Entrepreneur Perspective: Building a Point of Care Medical Diagnostic Co. During COVID-19
In this podcast, Lonnie Adelman, founder and president of iAssay, Inc., a point of care medical diagnostic company, explains how he started and built his company, the benefits to medical professionals of his cloud-connected technology, the applications that help in our fight against the COVID-19 pandemic, and the challenges he faced in fundraising.
MintzEdge Entrepreneur Perspective: Craitor’s Eric Shnell on Building a Successful 3D Printer Co.
In this podcast, Eric Shnell, the founder of Craitor, developer of a ruggedized 3D printer for military use, discusses how he founded and funded his company while a student at UC San Diego and how the innovative UC San Diego Accelerator Program known as “The Basement” helped Craitor build its team, develop and build its prototype, and raise initial grant monies.
From New York to Delaware: The Process of Redomesticating a New York Corporation
By Ashna Pai
It is a common story we have heard from many emerging company clients: a young New York-based entrepreneur wants to start a company. The entrepreneur decides to incorporate his or her company in New York, believing New York to be the most obvious and best logistical choice because New York is where they are based, where the operations of the company, including its employees, offices etc. are to be based, and, not to mention, because of the many opportunities, diverse talent and creativity that has always attracted start-up companies to New York. Fast forward a couple of years, the company is starting to take off and has caught the eye of several institutional investors who are willing to invest in the company’s growth, however, before investing they are requiring the company to be incorporated in Delaware. Why? As many entrepreneurs will soon learn, Delaware is considered to be the “gold standard” among many for a corporation’s domicile. It is known to be business and management friendly, there is an extensive body of corporate cases for companies to refer to, it follows the “business judgement rule” regarding decisions of directors, and generally, the laws tend to be flexible and favorable for founders and their investors.
BioLabs@NYULangone: Financing Strategies for Emerging Companies in the New Normal
Dan DeWolf and Samuel Effron spoke on a webinar hosted by BioLabs@NYULangone regarding financing strategies in the midst of a global pandemic.
Formation 101: Founder Stock and Vesting
In the second installment of Mintz’s multi-part series addressing common questions relating to establishing a new enterprise, Sam Effron and Sebastian Lucier discuss the issuance of shares to the founders, the mechanics and reasoning behind vesting and some important tax consequences relating to share issuances.
Formation 101: Choosing an Entity Jurisdiction
In the first installment of Mintz’s multi-part series addressing common questions relating to establishing a new enterprise, Jeremy Glaser and Sebastian Lucier discuss the timing of forming an entity, the differences between the two most common choices (corporation and LLC) and the best jurisdiction to position a company for outside investment.
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