During the past few years, there has been increased focus on transparency in corporate law. Concerned that corporations and limited liability companies (LLCs) were used to conceal unlawful activities, in 2020, Congress passed...more
1/29/2024
/ Beneficial Owner ,
Compliance ,
Corporate Transparency Act ,
Disclosure Requirements ,
Effective Date ,
FinCEN ,
Limited Liability Company (LLC) ,
Privacy Concerns ,
Privacy Laws ,
Reporting Requirements ,
State Privacy Laws ,
Transparency
Recognizing challenges with CTA compliance, on September 28, 2023, FinCEN recently proposed a rule (Proposed Rule) that would temporarily extend the time allowed for new companies to file reports. The Proposed Rule followed a...more
10/3/2023
/ Anti-Money Laundering ,
Beneficial Owner ,
Compliance ,
Corporate Transparency Act ,
Filing Deadlines ,
FinCEN ,
Limited Liability Company (LLC) ,
NDAA ,
Proposed Regulation ,
Reporting Requirements ,
Small Business
Series limited liability companies (Series LLCs) can be compared to summer music programs like Interlochen Arts Camp. Like Interlochen, a Series LLC may have numerous and diverse series, but all are part of the same legal...more
The real estate industry – and much of our economy – is at a point where we must shift. With the pace of inflation and interest rate increases, some of those shifts will be large. And those large shifts may challenge the...more
1/3/2023
/ Commercial Real Estate Market ,
Coronavirus/COVID-19 ,
Investors ,
IRS ,
Limited Liability Company (LLC) ,
Mortgage Lenders ,
Multi-Family Development ,
Pass-Through Entities ,
Real Estate Investments ,
Real Estate Transactions ,
Recessions ,
Residential Real Estate Market ,
Strategic Planning ,
Tax Planning ,
Underwriting
When companies sell their own securities, their executives and employees must be careful not to run afoul of the Securities Exchange Act of 1934 (Exchange Act) and broker-dealer licensing requirements. These challenges are...more
10/31/2022
/ Broker-Dealer ,
Corporate Issuers ,
Exemptions ,
Fund Sponsors ,
General Partnerships ,
Investment Funds ,
Issuer Exemption ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Real Estate Investments ,
REIT ,
Safe Harbors ,
Securities ,
Securities Exchange Act ,
Sponsors
Businesses facing a new law or regulation are like orchestra musicians. Most businesses will plan ahead so they can comply with new legal requirements on the law’s effective date.
However, some laws are general and...more
3/2/2021
/ Beneficial Owner ,
Congressional Override ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Gross Receipts ,
Investors ,
Limited Liability Company (LLC) ,
Mortgage Lenders ,
NDAA ,
New Regulations ,
Presidential Veto ,
Real Estate Investments ,
Regulatory Authority ,
REIT ,
Reporting Requirements ,
Risk Management ,
Smaller Reporting Companies ,
Special Purpose Vehicles ,
Sponsors ,
U.S. Treasury
Power and control can provide the means to promote a personal agenda (such as a robot composer) at the expense of the investment or business objectives and the other owners’ interests. This article discusses the duty that...more
Separate classes a limited liability company (LLC) are like the different violin sections in an orchestra. The owners of all classes of units are LLC members.
The LLC classes may be called Class 1 and Class 2, but neither...more
The Cleveland Quartet musicians had the luxury of selecting the time when they wanted to disband. They also likely didn’t have to think about tax consequences when they disbanded.
However, for individuals who jointly...more
6/17/2019
/ Broker-Dealer ,
Capital Gains ,
Change in Ownership ,
Commercial Real Estate Contracts ,
Income Taxes ,
Limited Liability Company (LLC) ,
Mortgage REITS ,
Partnerships ,
Real Estate Investments ,
Real Estate Transactions ,
Refinancing ,
REIT ,
Section 1031 Exchange ,
Tax Basis ,
Tenants in Common
Sometimes a relationship doesn’t work anymore. When we talk about divorce, it typically involves ending a marriage. We’ve all heard of contentious divorces. But a divorce also can be civilized and consist of a dispassionate...more
Like musicians, business owners sometimes forget important tasks relating to their business entities. Although some forgotten tasks may be correctable, others are not. By forgetting to pay attention to their business...more
10/22/2018
/ Board of Directors ,
Bylaws ,
C-Corporation ,
Choice of Entity ,
Corporate Governance ,
Corporate Officers ,
Limited Liability Company (LLC) ,
Operating Agreements ,
S-Corporation ,
Tax Returns ,
Trade Names
During the 2000’s, many real estate investors diversified their Section 1031 exchange funds by investing in tenant-in-common real estate securities. In recent years, some tenant-in-common (TIC) real estate investors have...more
...Businesses, like violins, need regular maintenance. What needs to be done may well depend upon the type of business and how many owners and employees it has. However, all businesses need certain routine “maintenance” to...more
6/18/2018
/ Annual Reports ,
Board Meetings ,
Board of Directors ,
Books & Records ,
Business Entities ,
Business Licenses ,
Business Taxes ,
Bylaws ,
Corporate Officers ,
Document Retention Policies ,
Filing Requirements ,
Limited Liability Company (LLC) ,
Meeting Minutes ,
Partnerships ,
Preventative Maintenance ,
Recordkeeping Requirements ,
Secretary of State ,
State Taxes ,
Tax Returns
In 1985, the “participatory journalist” George Plimpton worked as a temporary percussionist, playing sleigh bells, triangle, bass drum, and most notably, gong, with the New York Philharmonic. During a performance, he once...more
5/2/2018
/ Audits ,
Business Taxes ,
C-Corporation ,
IRS ,
Limited Liability Company (LLC) ,
Opt-Outs ,
Partnership Agreements ,
Partnerships ,
S-Corporation ,
Tax Liability ,
TEFRA
Recently, a mom in one of my social media groups submitted a post asking for advice about the best musical instrument for her children to learn. I posted a reply saying that there is no one best instrument, but rather, the...more
...Corporations and limited liability companies (which I will refer to collectively as a company) can be like a pit orchestra. Depending upon how they are set up, it may or may not be obvious who is behind them. What is...more