Obtaining a FinCEN Identifier (ID)

As the new year has begun, so have the reporting requirements of the Corporate Transparency Act. As a follow up to our September 14, 2022 article “An Introduction to the Corporate Transparency Act,” and our December 23, 2023 article “Basic Overview of the Corporate Transparency Act (CTA),” this article outlines the process of applying and… View Article

Basic Overview of the Corporate Transparency Act (CTA)

As a follow up to our 2022 article “An Introduction to the Corporate Transparency Act,” this article seeks to take a deeper dive into the Corporate Transparency Act (CTA) and its reporting requirements which go into effect January 1, 2024. In an effort to prevent illegal activities, the CTA was passed to improve business activity… View Article

Mergers and Acquisitions: Unique Matters to Consider when Dealing in Aviation

As a buyer, understanding the industry of a target company is key to completing a thorough due diligence process. Knowing the ins and outs of an industry can help identify specific or unique due diligence matters which can raise concerns or other red flags that wouldn’t otherwise arise in another context. This article lists some… View Article

Overview of the Delaware Franchise Tax (Corporations, Limited Liability Companies, Limited Partnerships, and General Partnerships) and Calculating Methods for Corporations

March 1st is an annual date corporations incorporated in the State of Delaware should keep in mind because that is the due date for the Delaware annual report and franchise tax payment. For corporations, the minimum franchise tax payable is currently $175 when using the “Authorized Shares Method” and $400 when using the “Assumed Par… View Article

Entity Conversions: Three Methods to Change the Entity Form of a Business

The form of an entity – corporation, limited liability company (LLC), or other entity type – can impact the development and growth of a business, with its needs evolving through time. Initial considerations that helped shape the entity formation decision at the commencement of a business may give way to other needs, requiring the entity… View Article

50 State Survey – Occasional Sales and Resale Exemptions to State Sales Tax

The majority of states have implemented a sales tax (or its equivalent) on the sale of goods and services within their state. States have also exempted or provided reduced rates for various sale types and entities operating within the state. The 50 state survey provided in this article seeks to summarize the states that provide… View Article

50 State Survey – Table Webpage

State Sales Tax Occasional Sale Exemption Resale Exemption Occasional Sale Exemption Certificate or Other Resale Certificate Comments Alabama Yes (Code of Ala. §Title 40 Chapter 23) Yes, except sales of automotive vehicles, motorboats, truck trailers, trailers, semitrailers, travel trailers, and manufactured homes (Ala. Admin. Code r. 810-6-1-.111). Yes, but requires a purchaser to obtain an… View Article

Shareholders’ Agreements: Basic Considerations for Majority and Minority Shareholders in Closely Held Corporations

A shareholders’ agreement, also called a stockholders’ agreement, can be beneficial to both majority and minority shareholders of a corporation. A shareholders’ agreement is an agreement among the shareholders of a corporation that contains governing provisions related to how a corporation should be operated and managed while also outlining specific shareholder rights and obligations. Although… View Article

Optimizing Tax Benefits for Buyers and Sellers During the Sale of a Business: F-Reorganization Structures

Different transaction structures provide various tax benefits and pitfalls to buyers and sellers of businesses that may cause conflict among the parties, but a well-planned reorganization prior to a transaction can, in some cases, provide desired tax benefits to both sides of the transaction. Typically, sellers prefer the sale of equity while buyers prefer the… View Article

Changing Legal Landscapes for Digital Art

Technologies for digital art are rapidly changing, creating new legal issues. While some of the interest in NFT projects has waned, they haven’t gone away and there are new tools for generating art with AI, such as DALL-E 2, which allow artist or creators to create complete images with only a text prompt.  Past technological… View Article