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Podcast 1: The Corporate Transparency Act; A Warning for Small Business Owners

The Corporate Transparency Act is a new mandatory federal requirement for small businesses that are corporations, LLCs, LLPs and similar state registered business structures, that have under 20 employees or revenues under five million dollars with severe penalties if you don’t file before January 1, 2025.

The Corporate Transparency Act; A Warning for Small Business Owners

Attention small business owners:
The Corporate Transparency Act, which became effective January 1st, 2024, heralds a major change in the federal regulation requirements for small business that are Corporations, LLCs, LLPs, and similar state-registered business structures, especially those with under 20 employees and revenues under five million dollars, called Reporting Companies in the new law. It is essential to grasp the significance of this act, its applicability to your business, the critical steps required to ensure compliance, and the substantial penalties for noncompliance.

The CTA is intended to provide law enforcement with beneficial ownership information to detect and prevent terrorism, money laundering, and other misconduct through business entities. A Beneficial Owner is an individual who directly or indirectly owns or controls a company. Beneficial owners include those who hold at least 25% ownership interest or who have significant control over the company. It places a significant burden on small businesses required to collect and report this information.

The CTA mandates that small businesses disclose personally identifiable information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). This legislative move is designed to peel back layers of anonymity that could shield unethical activities, thereby enhancing accountability and transparency within the U.S. business environment.

If you’re at the helm of a small business operation, whether it’s domestically based or an international entity operating within U.S. borders, the CTA likely applies to you. The breadth of this act encapsulates a wide range of business structures aimed at unmasking the true ownership to foster a more transparent business ecosystem, for law enforcement.

Ignoring the CTA could result in severe repercussions. Beyond daily accruing civil penalties that could financially burden your business, criminal charges, including significant fines and potential incarceration, loom over those knowingly evading compliance. Moreover, the tarnish on your business reputation for flouting such regulations could hinder future commercial relationships and investment opportunities.

Determining your business’s obligation under the CTA is the first critical step. If applicable, you must meticulously compile and submit ownership details to FinCEN. Given the complexities of the act and the nuances involved in compliance, consulting with a legal professional specializing in corporate law and regulatory adherence becomes indispensable. Legal advisors can offer clarity, ensuring your business not only meets the current mandates but also is well-positioned to adapt to potential regulatory changes.

Don’t delay, time is limited to address your responsibilities under the CTA. Proactive measures to comply are paramount to safeguarding the operational legality and integrity of your enterprise. Understanding and navigating the complexities of the Corporate Transparency Act is non-negotiable for small businesses operating within today’s regulatory framework. Engaging expert legal counsel to guide your compliance strategy is prudent, ensuring that your business continues to flourish without the overhang of legal ambiguity.
You can reach us at 502 429-8496

Copyright Richard A. Greenberg, 2024, all rights reserved.

5 Common Mistakes Made Prior to Starting Your Business

80% of new businesses fail within one and one-half years after their start-up. Failure to properly plan and evaluate the needs of your business will lead to failure. It is important to lay a solid foundation that will support your business enterprise. The following are 5 common mistakes people make prior to starting a business.

  1. ) No Business Plan. In my practice as a business attorney in Louisville, KY, I have seen no better mechanism to help ensure your business’ success than a well-thought-out and vetted business plan. The process of developing a business plan forces one to address multiple levels of planning some of which include market analysis and planning, financial projections and cash flow analysis, organization of management team, sales strategies, just to name a few items. A business plan provides the forethought that helps you springboard to success.
  2. ) Insufficient Capital. Lack of start-up capital is a major contributor to business failure that I have encountered as a lawyer. Cash is king. It takes time to position your business to throw-off enough cash flow to cover expenses. Many entrepreneurs under estimate the capital needed to get their business over the hump. Often, companies do not have adequate financing (e.g. lines of credit) to sustain it during its initial stages.
  3. ) No Business Structure. A typical mistake of a small start-up business is not availing itself of a business structure that may shelter the business owner from personal liability. Corporations and Limited Liability Companies may afford such protection.
  4. ) Failure to Have a Formal Ownership Agreement. Entities with more than one owner should prepare a shareholder, operating or partnership agreement (whichever is applicable) between themselves to be used as a road map for many company and ownership issues. These agreements address various items and triggering events such as capitalization, distributions, voluntary and involuntary transfers of ownership interest, death, disability, and ownership buy-out. If there is no contract between owners, your business may dissolve or litigation may ensue without a written understanding of how to handle certain events. Such an agreement will help hurdle the roadblocks that may be encountered.
  5. ) Failure to Assemble a Team of Outside Advisors. You do not know as much as you think. You may believe that you can handle matters on your own. However, what you do not know may hurt you. It is important to develop and utilize an advisory team that includes attorneys, accountants, bankers, insurance agents and others to help you navigate financial success and protect your company from liability.

Richard A. Greenberg

Richard A. Greenberg, PLLC
2321 Lime Kiln Lane
Louisville, KY 40222

(502) 429-8496

[email protected]
www.richardgreenberglaw.com

Copyright 2018 – Richard A Greenberg, Louisville, KY – All Rights Reserved

How To Find The Best Business Lawyer

7 COMMON ESTATE PLANNING MISTAKES

One should be aware of certain pitfalls when considering the establishment or the revision of their estate plan. Failure to properly address various aspects of estate planning may result in unintended consequences. The following are 7 common errors that people make.

(1) FAILURE TO HAVE AN ESTATE PLAN: Your assets may be distributed to those other than who you want, or in a manner against your wishes, unless your directions are set forth in pertinent documents. Your assets could be distributed according to the State’s intestate statute (passing away without a will) without the proper planning and instrumentation. For instance, you may desire that your spouse receives all your assets upon your death. Intestate statutes may direct that your assets be split with half to your surviving spouse and the remaining half divided equally among your children.

(2) FAILURE TO PLAN IN THE EVENT OF DISABILITY: There may be a time when you are not able to make cognizant decisions. This may stem from various medical concerns such as dementia, psychological problems, and injury causing loss of cognitive abilities. Without the execution of a financial Power of Attorney and a Health Care Directive, a court of law may appoint someone, other than who you want, to handle your financial and medical affairs. This may lead to not so desired results.

(3) FAILURE TO GET CONSENT FROM APPOINTEES: You may appoint various individuals or entities as your executor to your Will, guardian for your children, attorney-in-fact to your Power of Attorney, health care surrogate to your Health Care Directive, or trustee to your Trust. However, if you did not inform them of such and do not procure their consent at that time, they may later refuse to accept such responsibility. In such instance, someone other than your appointee may be directing your finances, making your medical decisions, and controlling your children.

(4) FAILURE TO ESTABLISH A TRUST: Many people set-up a trust mainly, in the event of their death, to provide for their children until they reach a certain age. Many people believe that their children may be too young, are a spendthrift, or should be productive on their own prior to receipt of significant distribution. Without a trust, your children may receive all their inheritance immediately upon your death. (Do you want your 18 year old to have unlimited access to your assets if you are deceased?)

(5) FAILURE TO CHANGE BENEFICIARIES: Beneficiary designations are required on various instruments such as insurance policies and IRA’s. One’s initial beneficiary designations may not effectuate your implemented estate plan. For instance, original beneficiary designations may be first to your spouse, and if your spouse does not survive you, then to your children. You may have subsequently established a trust to assist your children throughout their life. Your plan may be to leave the trust unfunded until you pass away. At that time, your plan is to direct funds from your life insurance policy and IRA distributions to the trust. However, in many instances, people forget to change their beneficiary designations (whether primary or contingent) on the applicable instruments to funnel the proceeds to the trust. This would render the trust useless due to the lack of assets to proceed as directed.

(6) UNINTENDED DISINHERITANCE: You and your spouse may have what I call reciprocal “I love you wills” where both of you leave everything to the other, and if your spouse is predeceased, then to your children. If your spouse predeceases you, you remarry, and you both execute I love you wills, and you subsequently die, your probateable assets will be distributed to your spouse (who may change their will after you decease and disinherit your children) without your children receiving anything.

(7) FAILURE TO UPDATE YOUR ESTATE PLAN: There are triggering events that may impact your present estate plan. These may include death, birth, changes in business, significant increase/decrease in wealth, and divorce. Each of these may necessitate modification of your estate plan.

It is incumbent that you that you avoid these and other common mistakes. You should continue to be aware of your present situation and apply it to your estate planning needs.

Richard A. Greenberg
Richard A. Greenberg, PLLC
2321 Lime Kiln Lane
Louisville, KY 40222
(502) 429-8496 (Direct Dial)
[email protected]
www.richardgreenberglaw.com

EFFECTS OF ENVIRONMENTAL REGULATION

Businesses are faced with the ever-increasing environmental regulation. Business practices and uses of items that appear to have no attendant legal application may subject a business to civil and criminal liability unless proper precautions are taken and compliance is obtained. The federal Environmental Protection Agency, the Commonwealth of Kentucky Energy and Environment Cabinet Department of Environmental Protection, and local governmental and quasi-governmental agencies have significant hammers to require one or one’s business to remediate contaminated property or restructure certain processes.

The federal Environmental Protection Agency, the Commonwealth of Kentucky Energy and Environment Cabinet Department of Environmental Protection, and local governmental and quasi-governmental agencies have significant hammers to require one or one’s business to remediate contaminated property or restructure certain processes.

[Read more…]

ESTATE PLANNING- DO I HAVE THE RIGHT STUFF?

Have you asked yourself any of the following questions?

  • DO I HAVE AN ESTATE PLAN?
  • DOES MY WILL, TRUST, POWER OF ATTORNEY, LIVING WILL DIRECTIVE AND HEALTHCARE SURROGATE DESIGNATION REFLECT MY CURRENT GOALS AND VALUES?
  • DO MY ESTATE PLANNING DOCUMENTS COMPLY WITH THE LAW, AND DO THEY PUT ME IN A BETTER TAX POSITION?
  • WHAT HAPPENS IF I BECOME INCOMPETENT AND UNABLE TO MAKE DECISIONS?
  • WHAT HAPPENS IF I AM ON LIFE SUPPORT AND HAVE NO CHANCE OF RECOVERY?
  • WHO IS GOING TO TAKE CARE OF MY CHILDREN IF I PASS AWAY?
  • WHO RECEIVES MY REAL OR PERSONAL PROPERTY WHEN I DIE?
  • HOW ARE MY DEBTS ADDRESSED WHEN I AM GONE?

[Read more…]

GROWING YOUR BUSINESS IN LOUISVILLE? TAKE ADVANTAGE OF THESE TWO LOUISVILLE METRO RESOURCES

ADVICE AND RESOURCE INVOLVEMENT:

I have written about the EnterpriseCorp in a previous blog but it is worth discussing this gem again. As the “entrepreneurial arm” of Greater Louisville Inc. (the City of Louisville Chamber of Commerce), this organization provides advice and assists local businesses and entrepreneurs in growing their businesses through analysis, strategic development, capital growth assistance and resource involvement. EnterpriseCorp.’s focus on providing resources to the local Louisville Metro business community is where the organization really shines. It offers business plan templates, models for investor presentations, identifies and provides assistance with funding sources, presents CEO roundtables and much more. It is well worth it to take advantage of the resources that EnterpriseCorp. provides local Louisville businesses and entrepreneurs.

[Read more…]

Kentucky Business Community Wary of the EPA’s Proposed Greenhouse Gas Regulations

In June 2014, the United States Environmental Protection Agency (“EPA”) proposed several new greenhouse gas regulations intended to reduce carbon dioxide emissions produced by electricity generating sectors. The EPA’s stated goal is to reduce overall carbon emissions in the nation by 30 percent by requiring each state to meet a specific emission reduction goal. Under the proposed regulations, Kentucky would be required to reduce carbon dioxide emissions 18 to 20 percent by 2020.  If enacted, the regulations would have the greatest impact on the production of coal and coal related industries. Currently, Kentucky is the third largest producer of coal in the United States and the coal industry is a huge economic generator in the Commonwealth. The Kentucky Energy and Environment Cabinet estimates that in 2013 severance taxes on coal production were $212,443,519.59, and overall, the coal industry directly contributes billions of dollars to the economy of Kentucky. Thus, the proposed regulations have the potential to have a significant effect on Kentucky business and the economy.

[Read more…]

New Tax Incentives for Angel Investors

On July 23, 2014, Kentucky Governor Steve Beshear signed into law House Bill 445, which expands the Kentucky Investment Fund Act and provides tax credits to “angel investors” with the aim of encouraging individuals to invest in small local startups and businesses.

Effective January 1, 2015, angel investors who invest a minimum of $10,000 dollars in local businesses with “high growth potential” in fields like information technology, bioscience and advanced manufacturing, can receive a tax credit equal to 50 percent of their investment if the startup is located in a county that the state has determined is economically depressed. Investors can receive up to a 40 percent tax credit of an investment in businesses located anywhere else within the Commonwealth. The maximum annual credit that can be awarded to an angel investor is $200,000 dollars. The law also provides some tax incentives to angel investors outside of Kentucky. Investors who reside outside of Kentucky can transfer tax credit to state residents and under the new law. If the Kentucky resident purchases the credit, the out of state investor can then recoup some of their investment. [Read more…]

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