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The U.S. Fifth Circuit Court of Appeals reinstated a nationwide injunction on the reporting of beneficial ownership information under the Corporate Transparency Act. The injunction issued by a Texas federal court in early December had been overturned last week by a different Fifth Circuit panel.
For now, reporting companies are (again) no longer required to report beneficial ownership information, but reporting of beneficial ownership under the CTA could be required in the future. The Fifth Circuit will hear arguments regarding the CTA reporting obligations on March 25, 2025. The Financial Crimes Enforcement Network has indicated that reporting companies may continue to submit beneficial ownership information on a voluntary basis. Given the uncertainty about what may happen in the appeal process, reporting companies should continue to gather beneficial ownership information in order to ensure compliance with any future reporting deadlines.
O’Neil Cannon will continue to monitor and provide further updates regarding the CTA. Please reach out to a member of the O’Neil Cannon team if you have questions related to the CTA.
On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit stayed a preliminary injunction of the Corporate Transparency Act. As a result, the U.S. federal government is again able to enforce the CTA, which includes the reporting of beneficial ownership information. Shortly after the Fifth Circuit issued the stay, the U.S. Financial Crimes Enforcement Network extended the filing deadlines for certain reporting companies to submit beneficial ownership information. The response to the Fifth Circuit’s decision by FinCEN[1] states in part:
“In light of a December 23, 2024, federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have extended the reporting deadline as follows:
Subject to any further developments, in light of the Fifth Circuit’s decision and FinCEN’s limited reprieve, reporting companies should gather beneficial ownership information as soon as possible in order to prepare the requisite filings by the updated deadlines.
For additional information or questions related to the CTA, please reach out to a member of the O’Neil Cannon team.
[1] The full alert (and other information related to the CTA and beneficial ownership reporting) is available at https://fincen.gov/boi.
In the spirit of the holiday season, the attorneys and staff at O’Neil Cannon once again held a holiday donation drive. This year, the firm collected items and monetary donations for Milwaukee Habitat for Humanity. Habitat for Humanity is a global nonprofit housing organization working in local communities across all 50 states in the U.S. and in approximately 70 countries. Milwaukee Habitat for Humanity works toward a world where everyone has a decent place to live, helping families become first-time homebuyers and making critical home repairs affordable for existing homeowners. Since its founding in 1984, Milwaukee Habitat for Humanity has helped nearly 1,500 local families build or repair their home.
Beginning January 1, 2025, Wisconsin will implement a new excise tax on electric vehicle (EV) charging stations under 2023 Wisconsin Act 121. If your business owns, operates, manages, or leases EV charging stations, here’s what you should know:
Who Must Register: Any business delivering electricity through EV charging stations must register with the Wisconsin Department of Revenue using the Online Business Tax Registration system. This requirement applies regardless of whether:
Residential EV charging stations are exempt, except for those located at hotels.
Excise Tax Details:
Filing and Payment Requirements: Registered businesses must file returns biannually, with reporting periods ending June 30 and December 31. Returns and payments are due by July 31 and January 31, respectively. Late filings or payments may result in penalties, interest, or other legal consequences.
Penalties for Non-Compliance: Failure to register, file returns, or pay the tax can result in severe penalties, including fines, interest, and possible legal action. Compliance is critical to avoid disruptions to your operations.
For more details, refer to Wisconsin Department of Revenue Publication 305, or contact us, the O’Neil Cannon Tax Team, for guidance tailored to your business.
Making good use of the recent office renovations at O’Neil Cannon, the firm organized a pool tournament for its employees to break in the pool table in the new café on our upper floor. All 28 participants fought through group play, with the top 14 moving on to a single-elimination round.
Litigation attorney Dean Laing emerged as the champion, beating corporate attorney Pete Faust two out of three games in the tournament final.
While we are all better lawyers and legal professionals than we are pool players, we still enjoy a chance to flex different muscles and mingle with our colleagues with some friendly competition. Laughter, cheers, and good-natured banter brightened the café and the halls as the tournament progressed.
The whole firm was invited to watch Laing, the past president of the firm, edge Faust, the current president of the firm, for the coveted title of inaugural champion.
On December 3, 2024, the U.S. District Court for the Eastern District of Texas granted a preliminary, nationwide injunction enjoining the United States federal government from enforcing the Corporate Transparency Act (“CTA”), which includes the reporting of beneficial ownership information (“BOI Report”) to the U.S. Federal Crimes Enforcement Network (“FinCEN”). The court’s reasoning revolved around the constitutionality of the CTA. The immediate impact is that companies are, at least temporarily, no longer required to file a BOI Report with FinCEN. Prior to this temporary injunction, the deadline for companies subject to the CTA filing requirements that formed prior to January 1, 2024 to file a BOI Report with FinCEN was January 1, 2025 (companies subject to the CTA filing requirements that were formed in 2024 previously had to file a BOI Report with FinCEN within 90 days of their formation, and companies subject to the CTA filing requirements that are formed on or after January 1, 2025 would have been required to file a BOI Report within 30 days of their formation).
Although the current injunction is nationwide (meaning all companies subject to the CTA filing requirements no longer have to file a BOI Report), because of the nature of the temporary injunction, it is entirely possible that the United States government may choose to appeal the preliminary injunction to the U.S. Court of Appeals for the Fifth Circuit, or potentially to the United States Supreme Court. If an emergency appeal is filed and heard, it is possible that the injunction will be removed and that all companies subject to the CTA filing requirements will again be required to report with no guarantee of any extension of the applicable deadlines. Additionally, it is also possible that an appeals court could remove the nationwide injunction and only leave it applicable to the specific plaintiffs, similar to the March 2024 ruling issued by the U.S. District Court for the Northern District of Alabama in NSBA v Yellen, which enjoined the government from enforcing the CTA against only the specific plaintiffs in that case. Furthermore, as of this writing, FinCEN has not issued a formal response regarding the injunction, which may provide further detail for reporting deadlines or other additional guidance, although FinCEN is currently still accepting BOI Reports. The rapidly approaching deadline coupled with the uncertainty as to whether the government will appeal or not (and if an appeal is made, what the ultimate ruling will be) puts companies in a difficult position to choose between (1) complying with the CTA and filing a BOI Report by the applicable deadline regardless of the injunction, or (2) waiting until a final determination is made and possibly rushing to file by year end. Please note that if you choose to not file a BOI Report for a company required to comply with the CTA and the injunction is lifted, depending on the timing, we may not be able to file your BOI Report by the new deadline unless the deadline is extended.
O’Neil Cannon will continue to monitor for additional developments. For additional information or questions related to the CTA, please reach out to a member of the O’Neil Cannon team.
O’Neil Cannon is pleased to announce that Dino Antonopoulos, founder of Antonopoulos Legal Group, is bringing ALG’s successful practice to O’Neil Cannon. Antonopoulos, a highly respected attorney known for his client-centered approach and dedication, will be a great addition to O’Neil Cannon’s Business and Real Estate Practice Groups.
With almost 20 years in the legal profession, Antonopoulos has built a strong reputation as a corporate and real estate transactional attorney with excellent communication skills, strong client advocacy, and a track record of favorable results. He began his legal career representing closely held businesses and financial institutions in complex commercial litigation and handling high-stakes jury trials involving seven-figure disputes. This foundation in litigation has enriched Antonopoulos’s transactional work, particularly in business, real estate, and finance transactions.
At O’Neil Cannon, Antonopoulos will continue representing financial institutions and closely held businesses across a wide range of industries, including manufacturing, distribution, retail, construction, and real estate. In his role as outside general counsel, he provides in-depth advisory and consulting services, offering strategic and practical solutions tailored to each client’s unique challenges. Antonopoulos is committed to upholding the same client-first values he established at ALG and looks forward to collaborating with O’Neil Cannon’s team.
The recent Tax Court case Estate of Anne Milner Fields v. Commissioner underscores the risks involved when transferring assets to a family limited partnership or family limited liability company close to death. Approximately a month before Anne Milner Fields died, her great-nephew and agent under her durable power of attorney transferred $17 million of assets to an FLP with himself as the general partner. After her death, Anne’s estate discounted the FLP value on her estate tax return for lack of control and lack of marketability. The IRS argued that the full asset value should be included in her estate due to retained control and economic benefits. The court agreed, citing Internal Revenue Code § 2036(a), which mandates that transferred assets remain in an estate’s gross value if the decedent retains economic benefits or control.
The court rejected claims that the partnership had non-tax motivations, finding insufficient evidence that it was set up for asset management or protection from elder abuse. Additionally, the estate was penalized under § 6662(a) for underreporting its tax liability.
This ruling serves as a reminder that FLPs and FLLCs must have legitimate, documented purposes beyond tax reduction to avoid § 2036 inclusion. Furthermore, if the decedent retains control or benefits from transferred assets, their full value may still count in estate tax calculations.
In April 2024, the Department of Labor announced a final rule, entitled Defining and Delimiting the Exemptions for Executive, Administrative, Professional, Outside Sales, and Computer Executives, which aimed to increase the salary that employees must be paid, in addition to performing certain job duties, in order to be exempt from the payment of overtime. That rule had a multi-tiered implementation. First, on July 1, 2024, the salary necessary to qualify as exempt from overtime increased to $43,888 annually ($844 weekly). Then, on January 1, 2025, the salary basis was set to increase again to $58,656 annually ($1,129 weekly). Thereafter, beginning July 1, 2027, the salary basis threshold was to increase automatically every three years. The final rule also increased the threshold at which employees were considered highly compensated employees under the FLSA.
However, on November 15, 2024, a federal judge in the Eastern District of Texas struck down the final rule, stating that the Department of Labor did not have the authority to raise the salary threshold in the way that it did. The court held that the DOL had raised the salary levels to a point where the duties tests were essentially irrelevant, which was not permitted by the FLSA. Therefore, the entire 2024 rule, including the July 2024 increases, has been eliminated nationwide, and the salary basis test has been reset to the previous level of $35,568 per year ($684 per week).
As always, O’Neil Cannon is here for you. We encourage you to reach out with any questions, concerns, or legal issues you may have regarding your labor and employment policies and practices.