"Corporate Transparency Act: What Companies Need to Know and How to Comply"

Effective January 1, 2024, the Corporate Transparency Act and its corresponding regulations (the “CTA”) requires certain entities created or registered to do business in the United States to disclose certain company information to the Financial Crimes Enforcement Network, a bureau of the United States Department of Treasury. This information, referred to as Beneficial Ownership Information, must be filed online at the Financial Crimes Enforcement Network website.

Companies that are required to report are referred to as “Reporting Companies.” Generally, all companies are Reporting Companies unless they fit into one of the 23 exemptions provided by the CTA. The report requires certain information about the Reporting Company and its Beneficial Owners, as defined by the CTA.

For Reporting Companies formed prior to January 1, 2024, the report must be filed before January 1, 2025. For Reporting Companies formed in 2024, the report must be filed within 90 days of the Reporting Company receiving notice of its formation. Reporting Companies formed after 2024 will have 30 days from the Reporting Company receiving notice of its formation to file the report.

The report is only required to be filed one time. However, if there is any change to the required information, an updated report must be filed within 30 days of such change. These changes include, but are not limited to, the name of the company (including a new trade name), a change in Beneficial Owners, a change to a Beneficial Owner’s name, address, or unique identifying number (including a change to their driver’s license or other identifying document, in which case the Reporting Company will need to upload a new image of the identifying document).

A person who willfully violates the reporting requirements may be subject to civil penalties of up to $500 per day for each day the violation continues. They also may be subject to criminal penalties of up to two years in prison and a fine of up to $10,000.

If you need assistance determining whether your entity is a Reporting Company, who its Beneficial Owners are, or filing the report, the attorneys at Erickson Sederstrom can assist you in complying with these new federal requirements.

Declaration of Dissolution for Nebraska Limited Liability Companies and Nonprofit Corporations

In odd-numbered years, Nebraska limited liability companies and nonprofit corporations are required to file Biennial Reports with the Nebraska Secretary of State. If you have not filed the Biennial Report for your limited liability company or nonprofit corporation and you did not organize or incorporate in 2023, you likely received a Declaration of Dissolution, which states that the Nebraska Secretary of State has dissolved your company and it is now inactive. If you did not file your Biennial Report and you did not receive a Declaration of Dissolution, you will want to be sure to review the Nebraska Secretary of State records to ensure your company’s information is up to date.

If your company has been dissolved, you can reinstate it by filing an Application and Declaration of Reinstatement along with the 2023-2024 Biennial Report with the Nebraska Secretary of State.

If you would like assistance in reinstating your entity so that it is active and in good standing with the Nebraska Secretary of State, the attorneys at Erickson Sederstrom can assist you with this process.

2022-2023 Occupation Tax Report

The 2022-2023 Occupation Tax Reports (“OTRs”) are now due for all domestic and foreign Nebraska corporations. OTRs are biennial reports that must be filed with the Nebraska Secretary of State by March 1, 2022. If the report is not filed, along with the applicable fee, by April 15, 2022, the entity will be administratively dissolved by the Nebraska Secretary of State.

The OTRs may be filed online at the Nebraska Secretary of State website or by mail. The Secretary of State has begun mailing out reminder cards to the registered agent for each domestic and foreign Nebraska corporation. If you have not received your notice, make sure your records are up to date with the Nebraska Secretary of State.

If you would like assistance in filing your OTR or with updating your records with the Nebraska Secretary of State, the corporate attorneys at Erickson Sederstrom can provide you with the help you need to assure that your entity remains active and in good standing with the State of Nebraska.