This program is eligible for 3 hours of CLE credit in 60-minute states. In 50-minute states, this program is eligible for 3.6 hours of CLE credit. Credit hours are estimated and are subject to each state’s approval and credit rounding rules.
Overview
Program Update:
ALERT REGARDING BENEFICIAL OWNER INFORMATION REPORTS TO THE FINANCIAL CRIMES ENFORCEMENT NETWORK:
The Financial Crimes Enforcement Network has posted an “Alert” on its website as a result of the December 3, 2024 decision in Texas Top Cop Shop, Inc., et al v. Garland, 2024 WL 4953814 (E. D. Tex. 2024). The summary of the Alert states that, “In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information report.” The full text of the Alert can be found at https://www.fincen.gov/boi.
New Reporting Requirements for Businesses Formed or Doing Business in Pennsylvania
Counsel to business owners: your client may now be required to submit beneficial ownership reports to the Financial Crimes Enforcement Network (FinCEN), and it will be required to file annual reports with the Pennsylvania Department of State commencing in 2025.
Part One: Corporate Transparency Act
The Corporate Transparency Act (“CTA”) became effective on January 1, 2024, and impacts millions of small business owners across the U.S. It was created to give certain governmental authorities, law enforcement agencies and financial institutions access to beneficial ownership information to assist with the prevention of financial crimes, including tax fraud, money laundering, and financing for terrorism.
A byproduct of the legislation, however, is that the CTA places a burden on business owners to comply with the reporting requirements or be penalized for noncompliance.
Business entities formed in the United States (or foreign businesses registered in the United States) between January 1 and December 31, 2024, have 90 days from the secretary of state’s notice that the formation has become effective to file the required report; entities created or registered before January 1 must file by December 31, 2024. Entities created (or registered) after December 31, 2024, will have 30 days from actual or public notice that the company’s creation or registration is effective to file their initial reports with FinCEN. The consequences of not filing on time range from fines to imprisonment.
Complying with the Corporate Transparency Act: Your Client’s Legal Obligations.
Hear from transactional attorneys as they provide an overview of the CTA and share what every lawyer needs to know to comply with the reporting requirements of the CTA.
- Who does the CTA affect?
- What is a “beneficial owner?”
- What is a “reporting company?”
- What is a “company applicant?”
- Who needs to file, and who is exempt?
- What information needs to be filed?
- The use of FinCen identifiers
- Implementation and compliance challenges
- Engagement letters for entity formations
- Ethical obligations with respect to the new reporting requirements
Part Two: Annual Report Requirement
Beginning in 2025, most Pennsylvania business entities will be required to file annual reports with the Department of State. The new requirement includes entities formed in other states and registered to conduct business in Pennsylvania. The panel will cover the following topics:
- What entities must file?
- Contents of the filing
- The deadlines for filing
- The consequences of not filing and “administrative dissolution”
Co-sponsored with the PBA Business Law Section .
Recorded in February 2024.
Faculty
Timothy A. Hoy, Esq.
Mr. Hoy is an attorney and shareholder with Mette Evans & Woodside in Harrisburg and has taught Payment Systems as an adjunct professor at Widener University School of Law and at The Pennsylvania State University Dickinson School of Law. He practices in the areas of business organization and banking. As a member of the Title 15 drafting committee, he is actively involved in the Business Law Section of the PA Bar Association. Prior to his current position, Mr. Hoy spent five years as in-house counsel with Keystone Financial, Inc. where he was responsible for litigation and banking and regulatory work. He is also a former clerk for United States District Court Judge Sylvia H. Rambo.
W. Henry Snyder, Esq.
Mr. Snyder is a partner in the Pittsburgh office of K&L Gates where he practices tax and corporate law. He has represented public and privately held corporations, limited liability companies, and partnerships on a variety of issues. Mr. Snyder is a member of the Business Law Section of the Pennsylvania Bar Association, served as a member of the Business Law Section Council and is a past Chair of the Business Law Section. He is also a member of the Title 15 Committee of the Business Law Section and serves on the Corporation Bureau Advisory Committee in and for the Commonwealth of Pennsylvania. Mr. Snyder is a frequent lecturer on matters relating to corporate law and taxation including mergers, acquisitions and business transactions and has served on the Adjunct Faculty of the University of Pittsburgh School of Law. He is listed in Best Lawyers of America under Corporations, Mergers and Acquisitions and Taxation. He earned an L.L.M. from New York University School of Law, his J.D. from Willamette University College of Law, and a B.A. from the University of Washington. He is admitted to practice in Pennsylvania and in Washington (inactive). He is a member of the Pennsylvania and Washington State Bar Associations.
Lisa R. Jacobs, Esq.
Ms. Jacobs is a partner in the Philadelphia office of Stradley Ronon Stevens Young LLP. She represents clients in domestic and international transactional matters including complex corporate finance, mergers and acquisitions, institutional and private equity financing, private placements and structuring and governance issues with a particular emphasis on the food and beverage and healthcare industries. Ms. Jacobs is a Commissioner of the Uniform Law Commission (ULC), currently serving as chair of the ULC’s Executive Committee, as well as on several drafting committees, including the Amendments to Uniform Unincorporated Organizations Acts (Chair of the drafting committee currently updating those Acts), the Limited Liability Company Protected Series Act, the Employee and Student Online Privacy Protection Act, and the Canadian Money Judgments Registration Act (Chair). She is a member, and current Chair, of the ULC-ABA Joint Editorial Board for Uniform Unincorporated Organization Acts. She also chaired the ULC’s Diversity and Inclusion Committee. Ms. Jacobs has been a member of the American Law Institute since 2009 and is active in both the American Bar Association and the Pennsylvania Bar Association, currently serving as Chair of the ABA’s Uniform Law Committee. She also is Chair of Pennsylvania’s Title 15 Drafting Committee, which recently facilitated Pennsylvania’s adoption of Act 122 (a robust update to the Pennsylvania Business Corporation Law), which was signed into law on November 3, 2022. Ms. Jacobs is also a member and current Chair of the Advisory Committee for the Pennsylvania Department of State Corporations Bureau (by appointment of the Secretary of the Commonwealth). In 2019, she was also elected to membership in the American College of Commercial Finance Lawyers. She also was a member of the Pennsylvania Bar Association Task Force on the Uniform Unincorporated Association Acts and the Uniform Fraudulent Transfer Act, working to adopt the ULC Acts for enactment in Pennsylvania. Those Acts became effective in 2017 and 1993, respectively. Her civic involvement includes her service as a member of the Board of Directors of Republic First Bancorp, and the Greater Philadelphia YMCA (serving as Vice Chair), the seventh largest YMCA operator in the country. She is committed to pro bono work, representing The Museum of Contemporary Art – Chicago, the Museum of the American Revolution (Philadelphia), the Museum of Contemporary Art in Chicago, and Liberty Fire Engine Company No. 1 of Spring City, Pennsylvania. Ms. Jacobs has written a number of articles and is a frequent lecturer on business organizations, corporate finance, transaction structuring and related business issues. She currently is a Lecturer in the Law at the University of Pennsylvania Law School, where she teaches a course on International Business Negotiations. Ms. Jacobs received a Bachelor of Science Degree in Economics, cum laude, from the Wharton School, University of Pennsylvania and graduated with honors from the Villanova University School of Law, where she was a member of the editorial board of the Villanova Law Review.
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