New Federal Corporate Transparency Act Will Add Owner Disclosure Requirements For All Business Entities

Congress included the Corporate Transparency Act (CTA) in the National Defense Authorization Act for FY 2021. The legislation requires filing of information on beneficial owners of new (and eventually, of existing) US entities and foreign entities which apply for permission to do business in the US.  These requirements will be effective on promulgation of regulations…

Historical Reasons For Companies Are Good Questions To Ask About Yours

When Roman tenants stumbled back into the lobby of their apartment buildings after a night of drinking, they probably threw a few coins into a clay pot by the stairway. If they died of drink (or the lead lined pipes, or the diseases that city life still features), the coins in the pot would pay…

Parent companies may not be liable for their subsidiary company’s contracts and other liabilities

The First District of the Illinois Appellate Court, in Saletech, LLC v. East Balt, Inc. et. al., 2014 IL App (1st) 132639, https://www.state.il.us/court/Opinions/AppellateCourt/2014/1stDistrict/1132639.pdf, upheld a decision that a distribution agent who claimed that the European parent of a Ukrainian subsidiary had agreed to implement an exclusive US distribution rights deal with the Ukrainian subsidiary in…

Business Owner Asset Loan Guarantees Don’t Produce Personal Title To Assets

Owners of part of a business who guarantee auto or other asset loans for the company do not get title to the asset for which the loan is made. They may or may not even get credit for a capital contribution to the company, depending on the internal organizational agreements (partnership agreement for a partnership,…

Buy-Sell Agreements

There are two times that business partners argue: when they have money, and when they don’t. Those alternatives cover all available time segments, so if you’re advising people on how they should organize their business, some rules for the arguments may be in order. The classic horror story about such arguments is the Illinois appellate…