News & Analysis as of

Limited Liability Company (LLC) Foreign Entities

WilmerHale

Corporate Transparency Act: What is a Reporting Company?

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As we have previously noted, the Corporate Transparency Act (“CTA”) requires any entity that qualifies as a "reporting company" to submit a report disclosing certain beneficial ownership information (“BOI Report”) to the...more

Walkers

Cayman Islands - Company Law Amendments

Walkers on

The Companies (Amendment) Act, 2024 (the "Amendment Act") has been passed by the Cayman Islands Parliament. The Amendment Act is not yet in force. It will come into force by the making of a subsequent Cabinet order. ...more

Cadwalader, Wickersham & Taft LLP

American Cousins: HMRC Revisits Anson

On 12 December 2023, H.M. Revenue & Customs (“HMRC”) updated its guidance on foreign entity classification and, specifically, HMRC’s treatment of profits of, and distributions by, United States-established limited liability...more

Stevens & Lee

New Annual Report Filing for PA Entities: What Should Businesses Consider?

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As businesses, medical practices, nonprofit entities and other organizations begin working toward their 2024 goals, nearly all that operate through entities organized under Pennsylvania Law (as well as foreign entities...more

Proskauer - Tax Talks

HMRC updates guidance on UK tax status of non-UK entities and US LLCs post Anson

Proskauer - Tax Talks on

On 6 December, HMRC updated the section in its International Manual discussing the UK tax characterisation of overseas entities, and of Delaware (and other US) limited liability companies (LLCs) in particular (in INTM180000...more

DarrowEverett LLP

Amid Corporate Transparency Act, You Gotta Represent In Transactions

DarrowEverett LLP on

By now, many of you may have heard of the Corporate Transparency Act (“CTA”) and how it may increase compliance costs for many of your businesses in 2024. In brief, beginning January 1, 2024, the CTA will require foreign...more

Jones & Keller, P.C.

Corporate Transparency Act Effective January 1, 2024

Jones & Keller, P.C. on

The federal Corporate Transparency Act will apply to all domestic entities, including corporations, limited liability companies and limited partnership effective January 1, 2024. Effective January 1, 2024, the federal...more

Lowenstein Sandler LLP

Trade Matters - Lowenstein Sandler's Global Trade & National Security Newsletter - October 2023

Lowenstein Sandler LLP on

1. Seagate Technology Gets Largest-Ever BIS Penalty for Sales to Huawei- Seagate Technology LLC recently incurred a $300 million civil penalty from U.S. Department of Commerce’s Bureau of Industry and Security (BIS) due to...more

Jackson Walker

Countdown to the CTA: An Overview of the Corporate Transparency Act

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On January 1, 2024, the Corporate Transparency Act (the “CTA”) will go into effect. The CTA is a U.S. law (31 U.S. Code § 5336), enacted January 1, 2021, that aims to combat money laundering and other illicit activities. The...more

Lowenstein Sandler LLP

The New Jersey Business Corporation Act to Permit Corporate Conversions/Domestications

Lowenstein Sandler LLP on

Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations. The delay...more

Snell & Wilmer

California Corporate Conversion Statute Expanded

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On September 2, 2022, California Governor Gavin Newsom signed SB 49 into law, amending California Corporations Code §1151 (Cal. Corp. Code §1151) to allow domestic corporations to convert into foreign entity types as of...more

Levenfeld Pearlstein, LLC

You Say Prĭvacy and I Say Prīvacy: Tips to Take Away

Increasing demand for transparency and tax rules focused on the ownership of foreign financial accounts and interests in foreign trusts and entities affect private wealth planning. There are steps you can take to comply with...more

Dunlap Bennett & Ludwig PLLC

You moved to Texas, but did your business move too? Converting a Foreign Entity into a Texas Entity

After the close of the Covid-19 pandemic shutdowns, domestic migration to the State of Texas soared to new heights not seen in any other state of the Union. Specifically, since April 1, 2020, the State of Texas has seen its...more

Farrell Fritz, P.C.

Delaware Declines Subject Matter Jurisdiction Over Judicial Dissolution of Foreign Entities

Farrell Fritz, P.C. on

It’s not surprising that Vice Chancellor Zurn’s recent, first-impression decision in In re Coinmint, LLC, aligning itself with rulings in many other states including New York, found that Delaware courts lack subject matter...more

Farrell Fritz, P.C.

Business Divorce Alert: Forum Selection Clauses Do Not Confer Subject Matter Jurisdiction in Foreign Entity Dissolution Cases

Farrell Fritz, P.C. on

As I wrote here, in 2016 the Manhattan-based Appellate Division, First Department decided Raharney Capital LLC v Capital Stack LLC, overruling its own precedent and joining appellate rulings by the other Departments holding...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Prevents End-Run Around Rule Precluding Judicial Dissolution of Foreign Business Entities

In Matter of Raharney Capital, LLC v. Capital Stack LLC, the First Department held that New York courts lack subject matter jurisdiction over foreign company dissolution proceedings. ...more

Farrell Fritz, P.C.

Court Blocks “End Run” Around Bar to Subject Matter Jurisdiction in Suit to Dissolve Foreign LLC

Farrell Fritz, P.C. on

Many thousands of closely held corporations, limited liability companies, and limited partnerships formed under Delaware law (and, to a much lesser extent, other foreign states) make their home in New York....more

International Lawyers Network

Establishing A Business Entity In Puerto Rico

Puerto Rico offers many advantages to individuals and companies that decide to establish business operations on the Island. These include unique local tax incentives; a strong, dedicated, and skilled bilingual labor force;...more

Allen Matkins

Court Lacks Authority To Order Buyout Of Foreign Entities

Allen Matkins on

When one partner or members seeks the dissolution of a California limited partnership or limited liability company, the other partners or members may keep the LP or LLC alive by purchasing, for cash, the interests owned by...more

Allen Matkins

Whom Do You Serve (Part 2)?

Allen Matkins on

The point of last Friday's post is that Section 1502 of the California Corporations Code does not apply to foreign limited liability companies. That statute requires a "corporation", as defined in Section 162, to file a...more

Farrell Fritz, P.C.

Top 10 Business Divorce Cases of 2016

Farrell Fritz, P.C. on

I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more

Allen Matkins

California Member Rights To Inspect Delaware LLC Records

Allen Matkins on

A Delaware limited liability company might reasonably expect that Section 18-305 of Title 6 of the Delaware Code governs the inspection rights of its members. However, members of a foreign LLC, including an LLC organized...more

Dorsey & Whitney LLP

Washington State’s Cooperative Law Overhauled Effective January 1, 2016

Dorsey & Whitney LLP on

For the first time in years, Washington’s cooperative statutes have been given a facelift. Effective January 1, 2016 (except certain provisions affecting Limited Liability Companies (LLCs)), Washington state has created a...more

Locke Lord LLP

UK Supreme Court Decision in Anson v. HMRC Reverses Established Tax Treatment of US LLCs

Locke Lord LLP on

In its July 1, 2015 decision in the case of Anson v. HM Revenue & Customs (2015 UKSC 44), the Supreme Court of England and Wales ruled that a Delaware limited liability company was “transparent” for UK income tax purposes. A...more

Goulston & Storrs PC

BE-10 Filings For Foreign Subsidiaries: the Countdown is On

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The countdown is on: every five years, the U.S. Department of Commerce’s (DoC) Bureau of Economic Analysis (BEA) conducts a survey of U.S. corporate entities with foreign affiliates. The DoC conducts these surveys to produce...more

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