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Recent Legal Developments

CLIENT ALERT: NEW CORPORATE TRANSPARENCY REGULATIONS LOOMING

THE CORPORATE TRANSPARENCY ACT
The Corporate Transparency Act requires a broad range of entities to file a report with the U.S.
Department of the Treasury's Financial Crimes Enforcement Network (hereinafter referred to as
“FinCEN”) and identify those who own, control, and formed the company. The Act authorizes FinCEN
to disclose this information to government authorities and some financial institutions for select purposes.

WHO?
Reporting companies include corporations, LLCs, and entities that are created or registered to do business
by filing a document with a secretary of state or any similar office. Also likely included, depending on
applicable state law and subject to any exemptions, are limited partnerships, LLPs, business trusts or
statutory trusts, and possibly general partnerships (if they file a document with a secretary of state or
similar office). Both domestic and foreign entities registered to do business in the United States are
included. Dormant entities might be required to file depending on whether they meet the inactive test.

WHAT?

  • Reporting company: full name, DBA, address, jurisdiction of formation or registration, TIN or other unique tax ID number shown.

  • Beneficial owners: full name, DOB, address, photo ID with ID number shown. A beneficial owner is defined as:

    •  An individual who, directly or indirectly, exercises substantial control over the reporting company. Includes senior officers (president, CEO, COO, CFO, GC).

    • Also included are those with the ability to make important decisions on behalf of the reporting company.

    •  An individual who, directly or indirectly, owns or controls at least 25% of the ownership interests of the reporting company, including convertible interests irrespective of whether these convertible interests are debt or equity, along with directly held options and warrants.

  • Company applicants (new reporting companies only, but limited): full name, DOB, address, photo ID with ID number shown.

WHEN

The new regulations go into effect on January 1, 2024, for new entities and on January 1, 2025, for
existing entities. However, entities in existence in 2024 will seemingly need to report even if they
dissolve before the applicable 2025 reporting deadlines.

ACTIONS TO TAKE NOW….
It is imperative for all business owners and leaders to determine how FinCEN’s reporting requirements impact them. Identify Beneficial Owners and familiarize yourself with the rules and requirements. The reporting requirement may cause some concern and hesitation among business owners and leaders who may want to shield assets or refuse to provide information. It is important to consult a professional if you have questions about reporting requirements. Further clarification likely will be issued over the next several months. We will continue to track the compliance and reporting obligations under the CTA.

NAVIGATING THE LEGAL WORLD WITH ARTIFICIAL INTELLIGENCE

In the dynamic world of business, 2023 has brought forth a myriad of technological advancements, especially in the realm of Artificial Intelligence (AI). From improving the efficiency of mundane tasks to assisting in complex decision-making processes, AI is reshaping the way we work, but like all tools, it's essential to use AI judiciously, with a clear understanding of its strengths and weaknesses.  Here are a few tips for using this new and powerful tool in for legal needs:

 

  1. While AI can help you create templates and drafts, human expertise remains paramount. AI platforms might not yet cater to specific customization requirements of your deals and transactions. Rely on your legal team to refine AI-generated content.

  2. Exercising caution is vital when seeking AI assistance for legal research. As with any AI, there are chances of misinformation or 'hallucinations'. Always have any AI-generated insights reviewed by your legal experts.

  3. A major concern while using models like ChatGPT is the inadvertent sharing of sensitive data. Always refrain from sharing proprietary, sensitive, or confidential information. Once shared, data cannot be retracted and may be accessible to others, which might jeopardize your confidentiality.  Recently, Samsung employees inadvertently leaked sensitive data while using ChatGPT for professional assistance. This error underscores the need for careful handling of sensitive data.

 

While AI tools, including ChatGPT, are revolutionizing the workspace, they're not infallible. Use them wisely.

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