The Launch Blog: Expert Advice from the CorpNet Team

Beneficial Ownership Reporting Requirements Are Back In Effect

After a temporary halt in the requirement to submit beneficial ownership information reports (BOIR) to the federal government, FinCEN has announced that the reporting obligations under the Corporate Transparency Act (CTA) are again mandatory. What Does This Mean for Business Owners? On February 18, 2025, the U.S. District Court for the Eastern District of Texas ruled to reinstate the BOIR requirement. In response, FinCEN has set a March 21, 2025, deadline for most companies to file their initial BOIR if they haven’t already done so. Likewise, existing reporting companies with changes in...

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Company Applicant vs. Beneficial Owner

The Corporate Transparency Act’s Beneficial Ownership Information Reporting Rule went into effect in January 2024, leaving many business owners wondering: Are they required to submit a Beneficial Ownership Information (BOI) Report? What’s the difference between beneficial owners and company applicants, and what information does a reporting company have to share about them? Although certain entities are exempt, most small Corporations, Limited Liability Companies (LLCs), Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs), and...

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BOI Reporting Requirements By Business Entity Type

As the deadline approaches for reporting companies to submit their BOI report to FinCEN, many business owners are still questioning if they need to file a report. I field that sort of inquiry a lot when presenting webinars on the topic and the answer is often related to the type of business entity utilized by the business. If you're new to the subject of BOI reporting, you can reference one of my earlier articles to come up to seep quickly: How the Corporate Transparency Act Affects Your Company What Is a BOI Report and Do You Need to File One Company Applicant vs. Beneficial Owner Do...

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Should You File a BOI Report Amid the CTA’s Questionable Constitutionality?

You’ve likely heard buzz about the U.S. District Court for the Northern District of Alabama’s March 1, 2024, ruling that the Corporate Transparency Act (CTA) is unconstitutional because it oversteps Congress’s legislative authority. As a result, plaintiffs in the National Small Business United (NSBU) et al. v. Yellen case may pass (for now) on filing Beneficial Ownership Information (BOI) reports to the Financial Crimes Enforcement Network (FinCEN). My team at CorpNet has talked with many concerned and confused business owners. They want to know if this means they don’t have to file a BOI...

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Consequences of Not Filing a BOI Report

By now, you’ve hopefully heard about the beneficial ownership information report that many businesses must file before the year's end. The BOI report is filed with the Financial Crimes Enforcement Network (FinCEN) and it is designed to document information about the owners of companies within the USA. Businesses that are required to file BOI reports are called reporting companies and they meet certain reporting due dates depending on when they were created or registered. Reporting companies that do not file a BOI report by their due date are subject to severe civil and criminal penalties,...

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BOI Filing Requirements: What Is Needed?

Companies required to file a Beneficial Ownership Information report (ROIR) under the Corporate Transparency Act must share information with FinCEN about their reporting company, beneficial owners, and company applicants. If you're filing the BOI report yourself, the process can feel a little confusing. As you progress through the form fields, you can't help but notice you are inputting the same data over and over again. In reality, you are, but the reason for this is you are answering questions on various parties involved and information can overlap. What details must be included in the...

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What Is a BOI Report and Do You Need to File One?

Did you know many businesses had a new federal reporting requirement in 2024? Most registered business entities — like Limited Liability Companies (LLCs) and Corporations — must file a beneficial ownership information report (BOIR) with the Financial Crimes Enforcement Network (FinCEN). In September 2022, FinCEN, a bureau of the U.S. Department of Treasury, announced its final rule requiring certain entities to report their beneficial ownership information. The BOI report is designed to provide transparency about who owns and benefits from an LLC or Corporation. It requests identifying...

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The Purpose of BOI Reporting

Why does FinCEN need a BOI report? Could the purpose of BOI reporting be so great that businesses across the USA have to file yet another report with the government? That’s the question many business owners have been asking since the Corporate Transparency Act of 2021 enacted the Beneficial Ownership Information Reporting Rule, which went into effect in January 2024. The purpose of the BOI report is to inform the federal government about the real people who ultimately own or control businesses. The greater purpose of the BOI report is to help identify and safeguard against: Tax evasion...

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Is the Beneficial Owner Information Report a One-Time or Recurring Filing?

Reporting companies must file a Beneficial Ownership Information report with the Financial Crimes Enforcement Network (FinCEN). The BOI report is considered a one-time filing. If a business entity’s initial BOI report is accurate and no information filed in the report changes, the company does not have to submit any subsequent reports. When Is an Initial BOI Report Due? Current BOI reporting dates include: 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...

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12 Examples of Sole Proprietorships

A large range of businesses operate as Sole Proprietorships – a type of business entity that has one person, or a married couple, as its owner and operator. In fact, there are more Sole Proprietorships in the United States than any other type of business structure, including Limited Liability Companies (LLCs) or C Corporations. Sole Proprietorships are popular because they’re easy and inexpensive to get started. If someone hires you to bake their wedding cake, tend to their landscaping, or tutor their child in math, you’ve, by default, established a Sole Proprietorship. There’s no need to...

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How to Start Your Own Business

The U.S. Chamber of Commerce reports that more than 5.5 million new business applications were filed in the United States in 2023. This record number has continued to grow since the surged started in 2020. If you’re one of the millions of Americans with a dream of starting your own business, I’m happy you to say you're in good company. As someone who has formed a number of small businesses, I’d like to provide some advice and walk you through the steps of getting started. Opening your own company, whether it’s a Sole Proprietorship, Partnership, Limited Liability Company (LLC), or C...

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Is a Multi-Member LLC Right For You?

Are you starting a business with some colleagues or friends? Or do you have an existing business and want to add some partners so you can grow your company? In either case, the multi-member LLC business structure may be a good option to consider. A multi-member LLC is a Limited Liability Company with more than one owner. It is a separate legal entity from its owners (a.k.a. members), while by default, income tax obligations are on a pass-through basis to the LLC’s members (similar to Partnership). Let’s take a closer look at why many companies with multiple owners choose the entity type....

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Does an S Corporation Need to File Articles of Organization?

If you’ve spent any time on this blog or researching how to incorporate your business online, you’ve probably found some terms that were a bit confusing. What’s the difference between an LLC and a C Corporation? What paperwork do I need to file annually? What are Articles of Organization, and do I need them? Bringing S Corporation elections into the discussion only creates more confusion. Let’s address that last question and talk about filing Articles of Organization for S Corporations. While the Limited Liability Company (LLC) and C Corporation are different, they both provide similar...

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Forming a Sole Proprietorship

If you’re looking to start your own business, a Sole Proprietorship is an easy way to get started. A Sole Proprietorship is a simple business entity in which one person, or a married couple, acts as the sole owner and operator. Unlike a C Corporation or Limited Liability Company (LLC), you don’t have to register a Sole Proprietorship with the state or file an annual report and pay a fee each year to maintain good standing. Basically, you can form a Sole Proprietorship simply by having someone hire you to provide a product or service. By doing so without registering your business with your...

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Business License vs. Permit

You might hear the terms “business license” and “business permit” used interchangeably. Although they are similar in that a company may need them to conduct business in a particular area, they aren’t exactly the same. Business licenses and permits help ensure that companies operate lawfully and safely. Generally speaking, a business license gives a company the legal authority to operate a business in a specified area while a permit provides permission (typically based on meeting certain safety requirements) to carry out specific activities at a location. Operating without the appropriate...

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When Do You Need to Start Paying Sales Tax on Online Sales?

Understanding sales tax responsibilities can be confusing. For businesses with a brick-and-mortar storefront, it’s relatively straightforward. However, the rules get hazy when selling online to customers in other states. Let's review what you need to know about what online sales you need to tax and when you need to do so. What You Need to Know About In-State Sales Tax Before I get into details about selling online, here’s a quick overview of how sales tax works in-state. In simple terms, sales tax is a tax imposed by the state (and/or county or city) on taxable goods or services sold in...

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Business Filings for Growing Your Company

Are you aspiring to elevate your business to the next level? Are you expanding your products and services, bringing in new partners, entering into new markets, or adding employees? You might want to complete some important business filings before you take those next steps. Depending on your circumstances and growth strategy, some filings may be optional, while others could be legally required. In this article, I’ll identify some filings commonly associated with growing a business. Incorporation As businesses grow, often so do their liability risks. So, if you’re operating a Sole...

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How to Change Your LLC Address

If your Limited Liability Company (LLC) has outgrown its space or you’ve been operating from your home and are ready to move the business to another location, you’ll need to notify certain parties of your address change and update your operating agreement. Changing your business address doesn’t sound like a big deal, but not doing so correctly could make it a big deal in terms of consequences. Tax and licensing agencies need to keep track of where businesses are operating and don’t look kindly on those that fail to report address changes. In fact, not reporting a change of address could...

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The Advantages and Disadvantages of a Subchapter S Corporation

Before the advent of the S Corporation in 1958, entrepreneurs had two options for forming a business entity. They could form a Partnership or a C Corporation, but neither of those business structures fulfilled the needs of many people seeking to start their own businesses. To help encourage small businesses in America, Congress and President Eisenhower created the Subchapter S Corporation. Whether you're a business owner or a professional service provider that gives entrepreneurs legal or tax advice, you'll want to understand what a Subchapter S Corporation is and who can benefit from it....

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S Corporation Election Considerations for Corporations and LLCs

Have you been thinking about whether your business might benefit from being an S Corporation? I presented a webinar for accounting professionals about the S Corporation election not too long ago. Within that presentation, I covered information of value to entrepreneurs in all fields. In this article, I will share that insight with you in hopes that it will help you gain a deeper understanding of what it means to be an S Corporation. What Is an S Corporation? The S Corporation is not a business structure in itself. Rather, it is a special federal income tax election option for eligible...

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How to Start a Daycare Business

Daycare businesses provide a critical service to working families. Parents and guardians need reliable, responsible childcare services to ensure that their children are well taken care of while adults in the household work hard to earn a living. Before starting a daycare, I recommend that you seek resources—such as an attorney, tax advisor, accountant, and business consultant—who can help with your legal, accounting, and industry-specific questions and decisions. In the meantime, I've created this step-by-step guide that provides key considerations and action steps for starting your own...

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State of Colorado Periodic Report

All Corporations, Limited Liability Companies (LLCs), Non-Profit Corporations, and foreign entities registered to conduct business in the State of Colorado must file a periodic report each year with the Colorado Secretary of State’s Business Division. The intent of the report, which in some states is called an annual report, is to make sure the state and members of the public have the most up-to-date information about every reporting company that conducts business in Colorado. Filing the report is not difficult, but you must pay close attention to guidelines, as not doing so could result...

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Delaware LLC Franchise Tax

Delaware is known as a business-friendly state for such reasons including its lack of residency requirements, favorable tax structures, legal flexibility, privacy protections, and other advantages. A less friendly aspect of having your LLC based in Delaware is its franchise tax, which is a fee that owners of Limited Liability Companies (LLCs) and some other types of business entities must pay each year for the privilege of having their companies located in the state. Even if you formed your LLC in Delaware to take advantage of its business-friendly reputation but conduct all your business...

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FinCEN Announces that BOI Reporting Is Voluntary (For Now Anyway)

If you’re feeling a bit of whiplash from the wild ride that is the federal court activity related to the Corporate Transparency Act’s Beneficial Ownership Information Reporting (BOIR) Rule, we understand! Just days after FinCEN announced on December 23, 2024 that an injunction temporarily suspending mandatory BOIR was lifted and reporting companies again must file their reports by the required deadline (which was extended to  January 13, 2025, for existing entities), things took a sharp turn. On December 26, 2024, a panel of the same U.S. Court of Appeals for the Fifth Circuit that...

Breaking New: BOI Reporting Changes

The S Corporation Election Deadline is Right Around the Corner

The S Corporation election deadline for LLCs and C Corporations is March 17, 2025. So, if you’re considering changing your limited liability company or C Corporation tax treatment from its default status to an S Corporation, time is of the essence! To be considered an S Corporation for tax purposes in 2025, existing LLCs and C Corporations must file their election within two months and 15 days (within 75 days total) after the start of their 2025 tax year. For example, a company with a tax year that began on January 1, 2025, must file IRS form 2553 no later than March 17, 2025....

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Can a Single-Member LLC Add Members?

If you’re wondering if you can bring additional members into your single-member LLC, the answer if yes. There are steps you can take to add members, at which point your business would become a multi-member LLC. There’s more to that question than you might think, however, so I’d like to take some time to walk you through the ins and outs of increasing membership in your Limited Liability Company. Let’s start by reviewing what occurred when you formed your business, and then we’ll look at some pros and cons of adding one or more members. Single-Member LLC Refresher A single-member LLC is a...

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Year End Small Business Tax Tips to Reduce Tax Payments in 2025

Before you let the hustle and bustle of the holiday season take over your business (and your life), now’s a good time to review your financial situation and explore some money-saving small business tax tips. Below is a list of my top tax tips entrepreneurs can still benefit from at year-end. 1. Deduct Startup Expenses Did you start your business this year? You may be able to claim some of your startup expenses on your tax return in the year you actually opened the business. To qualify as a startup expense (a capital cost), the IRS requires the expense to meet two requirements: The expense...

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Federal Court of Appeals Reinstates Enforcement of BOI Reporting Requirement

Throughout the year, we have provided several updates about the 2024 Beneficial Ownership Information Reporting mandate. Recently, there’s another development you should be aware of. The temporary suspension of the BOI reporting rule has been lifted, and reporting companies are once again required to file BOI reports. On December 23, 2024, the federal Court of Appeals decided to end the preliminary injunction (effective December 3) that suspended the U.S. Treasury Department and FinCEN from enforcing the Corporate Transparency Act (CTA) and its BOI reporting requirements. This means...

BOIR Input on Laptop

How to Remove a Member from an LLC

Some limited liability companies undergo ownership changes as their businesses evolve. Members may come or go — either voluntarily or involuntarily — for a variety of reasons. So how do you remove a member of an LLC? Well, that depends! Different circumstances can affect the process and the outcomes for what happens to a member’s ownership interests in the company. Whether an LLC’s members want one of their members gone, a member wants to withdraw voluntarily, or a member passes away, the company must carry out the process lawfully. Ideally, an LLC’s organizational documents or LLC...

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Should You Incorporate at Year End or Wait Until 2025?

If you’re gearing up to incorporate and get your business off the ground at the start of 2025, you might wonder when to file your business formation paperwork. Can you submit your incorporation forms now and request an effective date that is delayed? After all, the end of December tends to be ultra-busy. Trying to complete all the forms and manage all the details amid that chaos will only compound the stress. Choosing the right business entity type for your business is a critical decision, and so is determining when to file your forms with the state. In this article, I’ll give you...

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