by Lisa Paine | Apr 22, 2025 | Business/Corporate
In today’s rapidly evolving business landscape, many companies are seeking ways to operate not just for profit, but also for a purpose. Arizona has embraced this movement through its recognition of Benefit Corporations, a business structure that enables companies to pursue social and environmental goals alongside financial success.
What Is a Benefit Corporation?
A Benefit Corporation, or B-Corp, is a for-profit entity that voluntarily meets higher standards of purpose, accountability, and transparency. Unlike traditional corporations, which are legally bound to prioritize shareholder returns, Benefit Corporations are empowered (and required) to consider the impact of their decisions on all stakeholders—not just shareholders, but also employees, customers, communities, and the environment.
Why Choose Benefit Corporation Status?
- Mission Alignment: Founders can embed their mission into the culture of the company, ensuring it endures through leadership transitions and investor involvement.
- Public Trust/Marketing: Consumers and partners increasingly support businesses that demonstrate commitment to ethical and sustainable practices.
- Attracting Talent: Many workers—especially younger generations—want to work for companies that reflect their values.
Is It Right for Your Business?
Whether you’re starting a new venture or thinking about converting an existing company, the Benefit Corporation structure could be a good fit if:
- You want to formally commit to a social or environmental mission.
- You want to signal your values to customers, investors, and employees.
- You want legal reinforcement for making decisions that prioritize more than just profit.
However, this model isn’t for everyone. It comes with ongoing obligations—like producing annual benefits reports —and may not suit businesses focused solely on short-term financial growth.
Final Thoughts
Benefit Corporations reflect a broader cultural shift toward sustainable, ethical, and inclusive business practices.
Incorporating purpose into profit isn’t just good ethics—it’s good business.
Lisa is well versed in challenges faced by small businesses and their owners. Her unique prospective benefits her business clients with agreements, employment advice, copyright violations and succession planning. She also assists families with estate planning not only guiding them through the estate planning process but also understanding why this is so vital to their families.
by Lisa Paine | Mar 26, 2025 | Business/Corporate
On March 21, 2025, FinCEN issued an interim final rule declaring that U.S. companies are no longer included in the definition of a “reporting company” under the Corporate Transparency Act (“CTA”). This means that U.S. companies, including LLCs and Corporations are no longer required to file a beneficial ownership report pursuant to the CTA. Only companies formed outside of the U.S., but registered to do business within the U.S. are required to report beneficial ownership information. These foreign companies will not be required to report any U.S. persons as beneficial owners.
FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies
WASHINGTON––Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.
In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.
Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. For more information, click here.
Lisa is well versed in challenges faced by small businesses and their owners. Her unique prospective benefits her business clients with agreements, employment advice, copyright violations and succession planning. She also assists families with estate planning not only guiding them through the estate planning process but also understanding why this is so vital to their families.
by Lisa Paine | Feb 21, 2025 | Business/Corporate
There has been a recent development in the ongoing ride that is the Corporate Transparency Act (“CTA”). A U.S. District Court ruling as of February 18, 2025 put the CTA back into effect with a filing deadline of March 21, 2025 for most companies. There is currently pending legislation before Congress to extend CTA deadlines for companies in existence prior to January 1, 2024, but as of the date of this notice, that legislation is not final.
The latest guidance from FinCEN reinstating the filing of beneficial ownership reporting requirements under the Corporate Transparency Act follows:
With the February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply with their BOI reporting obligations, FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for most companies.
Notably, in keeping with Treasury’s commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.
FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses.
Updated Deadlines
- For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.
- Reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.
- As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
Lisa is well versed in challenges faced by small businesses and their owners. Her unique prospective benefits her business clients with agreements, employment advice, copyright violations and succession planning. She also assists families with estate planning not only guiding them through the estate planning process but also understanding why this is so vital to their families.
by Lisa Paine | Dec 30, 2024 | Business/Corporate
“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 reports.” –FinCEN
The Corporate Transparency Act (CTA) plays a vital role in protecting the U.S. and international financial systems, as well as people across the country, from illicit finance threats like terrorist financing, drug trafficking, and money laundering. The CTA levels the playing field for tens of millions of law-abiding small businesses across the United States and makes it harder for bad actors to exploit loopholes in order to gain an unfair advantage.
On Tuesday, December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas, Sherman Division, issued an order granting a nationwide preliminary injunction. Texas Top Cop Shop is only one of several cases that have challenged the Corporate Transparency Act (CTA) pending before courts around the country. Several district courts have denied requests to enjoin the CTA, ruling in favor of the Department of the Treasury. The government continues to believe—consistent with the conclusions of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon—that the CTA is constitutional. For that reason, the Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024 and separately sought of stay of the injunction pending that appeal.
On December 23, 2024, a panel of the U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court’s preliminary injunction entered in the case of Texas Top Cop Shop, Inc. v. Garland, pending the outcome of the Department of the Treasury’s ongoing appeal of the district court’s order. FinCEN immediately issued an alert notifying the public of this ruling, and recognizing that reporting companies may have needed additional time to comply with beneficial ownership reporting requirements, FinCEN extended reporting deadlines. On December 26, 2024, however, a different panel of the U.S. Court of Appeals for the Fifth Circuit issued an order vacating the Court’s December 23, 2024 order granting a stay of the preliminary injunction. Accordingly, as of December 26, 2024, the injunction issued by the district court in Texas Top Cop Shop, Inc. v. Garland is in effect and reporting companies are not currently required to file beneficial ownership information with FinCEN.
Lisa is well versed in challenges faced by small businesses and their owners. Her unique prospective benefits her business clients with agreements, employment advice, copyright violations and succession planning. She also assists families with estate planning not only guiding them through the estate planning process but also understanding why this is so vital to their families.
by Lisa Paine | Dec 30, 2024 | Business/Corporate
The Fifth Circuit has removed the nationwide injunction concerning Corporate Transparency Act reporting. The Fifth Circuit’s decision overrides the earlier nationwide relief granted by the district court.
Litigation will continue in this matter, but, as of now, the CTA/BOI reporting requirements are active and enforceable. However, FinCEN has granted certain extensions to the reporting deadlines. See the Alert on the FinCEN website for full details.
Action Items:
- Ensure compliance by filing BOIRs for all entities formed prior to January 1, 2024, by the January 13, 2025 extended deadline (the deadline was previously January 1, 2025).
- Address any BOIR reports that were due while the injunction was in place. Entities formed in 2024 were to file within 90 days of formation. However, FinCEN has granted some extensions for entities formed between September 4, 2024 – December 23, 2024.
- Continue to monitor the FinCEN website for any updates or relief that may apply.
We understand the timing of this news, especially during the holiday season, is far from ideal. Nonetheless, we encourage you to focus on completing these reporting requirements to avoid any non-compliance issues.
Lisa is well versed in challenges faced by small businesses and their owners. Her unique prospective benefits her business clients with agreements, employment advice, copyright violations and succession planning. She also assists families with estate planning not only guiding them through the estate planning process but also understanding why this is so vital to their families.
by Lisa Paine | Dec 13, 2024 | Business/Corporate
The Corporate Transparency Act (CTA) plays a vital role in protecting the U.S. and international financial systems, as well as people across the country, from illicit finance threats like terrorist financing, drug trafficking, and money laundering. The CTA levels the playing field for tens of millions of law-abiding small businesses across the United States and makes it harder for bad actors to exploit loopholes in order to gain an unfair advantage.
On Tuesday, December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), a federal district court in the Eastern District of Texas, Sherman Division, issued an order granting a nationwide preliminary injunction that: (1) enjoins the CTA, including enforcement of that statute and regulations implementing its beneficial ownership information reporting requirements, and, specifically, (2) stays all deadlines to comply with the CTA’s reporting requirements. The Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024. “On December 23, 2024, the Fifth Circuit Court of Appeals stayed the district court’s injunction against the CTA reporting requirement, reinstating the January 1, 2025 deadline for reporting compliance for companies in existence before 2024.”
Texas Top Cop Shop is only one of several cases in which plaintiffs have challenged the CTA that are pending before courts around the country. Several district courts have denied requests to enjoin the CTA, ruling in favor of the Department of the Treasury. The government continues to believe—consistent with the conclusions of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon—that the CTA is constitutional.
While this litigation is ongoing, FinCEN will comply with the order issued by the U.S. District Court for the Eastern District of Texas for as long as it remains in effect. Therefore, reporting companies are not currently required to file their beneficial ownership information with FinCEN and will not be subject to liability if they fail to do so while the preliminary injunction remains in effect. Nevertheless, reporting companies may continue to voluntarily submit beneficial ownership information reports.
Lisa is well versed in challenges faced by small businesses and their owners. Her unique prospective benefits her business clients with agreements, employment advice, copyright violations and succession planning. She also assists families with estate planning not only guiding them through the estate planning process but also understanding why this is so vital to their families.
