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Author Archives: Theodore Claypoole

UPDATE: Preliminary Injunction Suspending Enforcement of Corporate Transparency Act Reinstated by the Fifth Circuit

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On December 26, 2024, the Fifth Circuit of the U.S. Court of Appeals issued an order that reinstates the U.S. District Court’s preliminary injunction suspending the enforcement of the Corporate Transparency Act (CTA) nationwide (vacating part of an order the same Court issued earlier that week). In its order, the Fifth Circuit stated that …

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UPDATE: Preliminary Injunction Suspending Enforcement of Corporate Transparency Act Stayed by the Fifth Circuit Pending Appeal

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On December 23, 2024, the Fifth Circuit of the U.S. Court of Appeals issued an order that effectively reinstitutes the Corporate Transparency Act (CTA) deadlines. As explained in more detail here, the CTA requires new and existing companies to disclose to the Financial Crimes Enforcement Network (FinCEN) of the Treasury Department certain beneficial ownership information …

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New Pennsylvania Annual Reporting Requirement for Businesses

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In 2022, Governor Tom Wolf signed Act 122 of 2022 into law, which requires domestic and foreign business filing associations to file an annual report beginning in calendar year 2025. This annual reporting requirement applies to all: Domestic filing entities (which include Pennsylvania business and nonprofit corporations, limited liability companies, limited partnerships, and business trusts), …

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End of Year Deadline Approaching for Beneficial Ownership Information Reporting

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In 2021, Congress enacted the Corporate Transparency Act (CTA) to prevent money laundering and the financing of terrorism. The CTA requires certain new and existing companies (Reporting Companies) to disclose information about their beneficial owners (those individuals who ultimately own or control the company) to the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department …

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Pennsylvania Decennial Reporting

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In order for an entity (business or non-profit corporation, limited liability company, limited partnership, or limited liability partnership) to retain the exclusive use of its name in Pennsylvania, it is required to file a decennial report during 2021 unless it is not required to do so. A decennial report is a report of an …

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Is the Coronavirus a Force Majeure Event?

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As the Coronavirus (COVID-19) spreads, businesses will be affected in many ways. If a business cannot operate as a result of a government-ordered closure, a number of its employees are quarantined or hospitalized, or materials cannot be obtained as a result of the virus, then the affected business may have a difficult time meeting its …

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Beer Distributors May Now Expand Inventory to Include 12-Packs

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By: Theodore F. Claypoole The Pennsylvania Liquor Control Board issued an “advisory opinion” on Friday, March 6, 2015, stating that distributors are permitted to sell brewed beverages by the 12-pack. Prior to this opinion, it was generally understood that distributors were only allowed to sell beer by the case or keg. The LCB …

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IRS Introduces New Form 1023-EZ

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By: Theodore F. Claypoole The Internal Revenue Service has released a shorter application form for non-profit organizations applying for tax-exempt status under Section 501(c)(3). Form 1023-EZ (Streamlined Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code) simplifies the process of obtaining Section 501(c)(3) tax-exempt status. Form 1023-EZ is three …

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Recovery Zone Bonds Available in Chester County

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By: Theodore F. Claypoole The Chester County Department of Community Development has announced that, effective as of October 7, 2010, areas eligible for Recovery Zone Bond financing have been expanded to include a 1-mile radius surrounding Chester County’s 15 Boroughs and the City of Coatesville. Recovery Zone Bonds can be used for private or …

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IRS’ One-Time Special Filing Relief Program for Small Charities

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By: Theodore F. Claypoole Tax-exempt organizations that do not satisfy annual filing requirements for three (3) consecutive years automatically lose their tax-exempt status. The Internal Revenue Service (the “IRS”) has published a list at http://www.irs.gov/pub/irs-tege/pa.pdf, which identifies those Pennsylvania organizations for which the IRS does not …

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Unclaimed Property Holder Amnesty Program

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By: Theodore F. Claypoole The Pennsylvania Department of Treasury is offering amnesty from penalties and interest to unclaimed property holders who voluntarily come into compliance with Pennsylvania’s Disposition of Abandoned and Unclaimed Property Law before October 31, 2010. Businesses and tax-exempt entities, which hold unclaimed property, are required to file an unclaimed property report …

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Attorney General Announces Legal Action Against Home Improvement Contractors

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By: Theodore F. Claypoole On July 22, 2010, Attorney General Tom Corbett announced legal action against various home improvement contractors for violations of Pennsylvania’s Home Improvement Consumer Protection Act. The Press Release can be found on the Attorney General’s website. For information on how to comply with Pennsylvania’s Home Improvement Consumer Protection Act, …

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Employment Tax National Research Project

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By: Theodore F. Claypoole During February 2010, the Internal Revenue Service (“IRS”) began its first Employment Tax National Research Project in 25 years. As part of the project, the IRS will randomly select a total of 6,000 taxpayers (2,000 taxpayers in 2010, 2,000 taxpayers in 2011, and 2,000 taxpayers in 2012) for comprehensive audits …

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Proper Signature by Officers, Managers, and Members

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By: Theodore F. Claypoole While acting in the capacity of an officer of a corporation or manager or member of a limited liability company, it is important for one to hold himself or herself out as the officer or manager or member of the corporation or limited liability company, as applicable. There have been …

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Personal Liability of Sole Shareholders

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February 23, 2009 By: Theodore F. Claypoole If you are a shareholder of a corporation or a member of a limited liability company, then you may subject yourself to personal liability if you fail to hold yourself out as an officer or member of the entity. Recently, the Centre County Court of Common Pleas …

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