GHA’s Mark Goldenberg and Tom Horscroft are part of the legal team that successfully represented University of Illinois All American basketball player T. J. Shannon in obtaining a temporary restraining order reversing the University of Illinois’ suspension of him from the basketball team. The Court ruled that T. J. had a protectable right and that… Continue reading →
GHA’s Mark Goldenberg and Tom Horscroft are part of the legal team that successfully represented University of Illinois All American basketball player T. J. Shannon in obtaining a temporary restraining order reversing the University of Illinois’ suspension of him from the basketball team. The Court ruled that T. J. had a protectable right and that the school’s Division of Intercollegiate Athletics Policy did not provide adequate procedural safeguards while he is presumed innocent. Read more about the ruling here.
Understanding the Corporate Transparency Act: A Guide for Business Owners Introduction: The Corporate Transparency Act (CTA) is a new federal law aimed at combating money laundering, fraud, and other illegal activities by increasing transparency in corporate ownership. As a business owner, it is important to understand the implications of this law and the steps required… Continue reading →
Understanding the Corporate Transparency Act: A Guide for Business Owners
Introduction:
The Corporate Transparency Act (CTA) is a new federal law aimed at combating money laundering, fraud, and other illegal activities by increasing transparency in corporate ownership. As a business owner, it is important to understand the implications of this law and the steps required to comply with its provisions. This overview of the CTA outlines the actions you need to take to ensure compliance.
What is the Corporate Transparency Act?
The CTA, enacted by Congress in January 2021, directs the United States Treasury Department’s Financial Crimes Enforcement Network (FinCEN) to implement new reporting requirements for domestic and foreign entities registered to do business in the United States. The law aims to enhance the disclosure of Beneficial Ownership Information (BOI) to prevent illegal activities.
Who is subject to the new reporting requirements?
All non-exempt US companies, including limited liability companies (LLCs) and corporations, are subject to the new disclosure requirements. Under the CTA, these types of entities are known as Reporting Companies. Reporting Companies need to file reports with FinCEN that identify two categories of individuals who are: (i) beneficial owners of the entity, and (ii) company applicants of the entity. We recommend you consult with a professional advisor to determine your specific obligation.
Who is a Beneficial Owner?
Beneficial ownership includes individuals who exercise Substantial Control over the company, or own or control (directly or indirectly) at least a 25% interest in the company. Substantial Control means:
Serving as a senior officer;
Having authority to appoint or remove a senior officer or the controlling majority of the board of directors; or
Having substantial influence over important decisions.
Who are Company Applicant(s)?
There may be two Company Applicants:
The individual who directly files the document that creates or registers the Reporting Company;
The individual who is primarily responsible for directing or controlling the filing of the relevant document by another.
What entities are exempt from the reporting requirements?
The CTA excludes 23 types of entities—most are already registered or regulated—from reporting. One of the more important exemptions is for large private operating companies (20+ full time employees and $5 Million in gross receipts/sales).
What information needs to be disclosed about a Beneficial Owner?
Under the CTA, Reporting Companies must file and maintain a Beneficial Owner Information Report with FinCEN. This report includes identifying information for all beneficial owners and company applicants. Reporting Companies must report the individuals’ BOI to FinCEN, including:
Full legal name;
Date of birth;
Complete current address; (no agents or P.O. Boxes)
Unique identifying number from a U.S. passport, state ID, driver’s license, or non-expired foreign-issued passport; and
An image of the identification document from which the unique identifier was obtained.
An alternative approach may be if an individual provides these pieces of information to FinCEN directly, the individual may obtain a “FinCEN identifier number” which can then be provided to FinCEN on a BOI report in lieu of the required information about the individual.
When are you required to file?
For Reporting Companies created prior to January 1, 2024, the Reporting Company has until January 1, 2025, to file its initial BOI report. For Reporting Companies created on or after January 1, 2024, the Reporting Company must file its initial report within 90 days of the earlier date on which it receives actual notice of creation, or a secretary of state first provides public notice of the creation of the entity. An Entity formed after January 1, 2025, has 30 days to file its BOI Report. If there are any changes in Beneficial Ownership Information, the Reporting Company has 30 days to inform FinCEN of such changes.
Who has access to Reported Information?
Under the CTA, FinCEN will store the BOI reported information in a secure, nonpublic database referred to as the Beneficial Ownership Secure System (“BOSS”). Reported information in the database will not be made available to the public. However, FinCEN may disclose the reported BOI only if requested by certain U.S. federal agencies, or by state, local or tribal law enforcement agencies.
What are the penalties for noncompliance?
Noncompliance of the CTA can result in civil penalties and in cases of abuse, criminal penalties.
Conclusion:
The CTA introduces new reporting requirements for business owners to disclose Beneficial Ownership Information. As a responsible business owner, you should understand the implications of this law and take steps to comply.
Important Disclosure: This brief overview is for information and discussion purposes only. It is not intended to provide, nor should it be relied on for legal advice.
All information provided herein is based on sources currently available and believed to be accurate. It is important to note that regulations have not yet been published.
Please contact our office if you would like to further discuss the CTA and filing requirements for your business entity.
We have another new face. Daniel Levy is an experienced litigator who has worked on complex cases involving consumer protection, class actions, and employment law. He practices alongside our attorneys in our class actions and business and commercial law practices, and we are excited to welcome him to our firm. For more information on Goldenberg… Continue reading →
We have another new face.
Daniel Levy is an experienced litigator who has worked on complex cases involving consumer protection, class actions, and employment law. He practices alongside our attorneys in our class actions and business and commercial law practices, and we are excited to welcome him to our firm.
For more information on Goldenberg Heller and Antognoli, please visit www.goldenbergheller.com or call (800) 782-8492.
Please welcome attorney Richard Cornfeld to our team! Rick joins our firm as of counsel, and his practice focuses on consumer class actions. Before joining Goldenberg Heller and Antognoli, he collaborated with our attorneys on multiple occasions, including the settlement of the St. Louis Rams. We look forward to continuing our work with him as… Continue reading →
Please welcome attorney Richard Cornfeld to our team!
Rick joins our firm as of counsel, and his practice focuses on consumer class actions. Before joining Goldenberg Heller and Antognoli, he collaborated with our attorneys on multiple occasions, including the settlement of the St. Louis Rams. We look forward to continuing our work with him as part of our firm.
For more information on Goldenberg Heller and Antognoli, please visit www.goldenbergheller.com or call (800) 782-8492.
Goldenberg Heller & Antognoli is pleased to welcome veteran attorney Robert Bruegge to the firm. Bruegge will serve as of counsel for the firm, with his practice focusing primarily on business transactions, real estate, bankruptcy, estate planning and mergers and acquisitions. Prior to attending law school, Bruegge studied accounting at the University of Illinois in… Continue reading →
Goldenberg Heller & Antognoli is pleased to welcome veteran attorney Robert Bruegge to the firm. Bruegge will serve as of counsel for the firm, with his practice focusing primarily on business transactions, real estate, bankruptcy, estate planning and mergers and acquisitions.
Prior to attending law school, Bruegge studied accounting at the University of Illinois in Champaign, IL. He then passed his CPA exam and became a Certified Public Accountant while attending the University of Houston Bates College of Law in Houston, Texas. Bruegge has practiced law for over 40 years.
“Bob’s experience and knowledge of accounting has served him well throughout the years, and we are honored to have him join our debtor/creditor team with Joel Kunin, Sandy Tatoian and Steve Wallace,” said Mark Goldenberg, founder and managing partner of the firm.
Bruegge served as Chapter 7 Trustee for the Southern District of Illinois for 16 years. In addition, he also reviewed and administered cases as an independent trustee appointed by the United States Department of Justice.
For more information on Goldenberg Heller and Antognoli, please visit www.goldenbergheller.com or call (800) 782-8492.
Our Partner, Elizabeth Heller, is going to take on a few more cycling challenges this fall. We are so proud of her accomplishments. Liz has an incredible story. She’s broken world records and a few bones since her last competition. Read more about what Liz will be up to in the link below: Elizabeth Heller… Continue reading →
Our Partner, Elizabeth Heller, is going to take on a few more cycling challenges this fall. We are so proud of her accomplishments. Liz has an incredible story. She’s broken world records and a few bones since her last competition.
Read more about what Liz will be up to in the link below:
Goldenberg Heller & Antognoli is pleased to welcome attorney Steven Wallace to the firm. Wallace will join the firm’s business and commercial law practice, additionally focusing on real estate law. Prior to graduating from St. Louis University School of Law in 1988 and beginning his legal career, Wallace was a lending officer for two commercial… Continue reading →
Goldenberg Heller & Antognoli is pleased to welcome attorney Steven Wallace to the firm. Wallace will join the firm’s business and commercial law practice, additionally focusing on real estate law.
Prior to graduating from St. Louis University School of Law in 1988 and beginning his legal career, Wallace was a lending officer for two commercial banks in Southern Illinois. That, combined with over 30 years of experience in the areas of commercial and individual bankruptcy, banking law, commercial litigation and asset protection planning, among others, enables him to provide creative and cost-effective solutions for his clients.
“Steve is an exceptional attorney, whose invaluable experience proves to be an asset – not just to us as a firm, but also to our clients. We are happy to have him on board,” said Mark Goldenberg, founder and managing partner of the firm.
In addition to his work for individuals and businesses, Wallace has also been a speaker for the Illinois Institute for Continuing Legal Education, the Illinois State Bar Association, and the National Business Institute. Currently, he is a member of the Local Rules Committee for the United States Bankruptcy Court for the Southern District of Illinois as well as a contributor for West Publishing Corporation’s Practical Law Toolkit, Southern Illinois Local Bankruptcy Rules.
For more information on Goldenberg Heller and Antognoli, please visit www.goldenbergheller.com or call (800) 782-8492.
Mark C. Goldenberg (Founder & Managing Partner), Jennifer Fourcault (Legal Administrator) and Lisa Stapleton (Paralegal) led the Edwardsville CEO Program students on a talk and tour of their lovely building in Edwardsville this morning. — Mark shared that his love of numbers began at the age… Continue reading →
Mark C. Goldenberg (Founder & Managing Partner), Jennifer Fourcault (Legal Administrator) and Lisa Stapleton (Paralegal) led the Edwardsville CEO Program students on a talk and tour of their lovely building in Edwardsville this morning.
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Mark shared that his love of numbers began at the age of 4 when he would operate the cash register while standing on a milk carton at his family’s grocery store. His dream was to become a tax accountant! After receiving his accounting degree from University of Illinois (GO ILLINI!), he decided to pursue a law degree to better prepare himself to work in the tax department for a CPA firm.
After taking on several side jobs in law, Mark saw an opportunity to merge his two areas of expertise and starting a dual practice CPA/law firm. Fast forward through accepting an invitation to be a city attorney, several large cases and a 3-way company merger, Mark continues to serve as Managing Partner for the firm he founded over 30 years ago.
His advice for our young entrepreneurs?
• Clear communication is key! Clearly define what you are providing to your customers and what you are getting in return.
• Do your due diligence. Spend the time doing the research and assessing potential costs & revenue in your market.
• Start a business in something about which you are passionate. If you don’t enjoy what you are doing, you likely won’t do it for very long.
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Mark attributed his successes to the incredible team of key people that surround him. Our law firm is dedicated to not only taking care of our clients and our employees, but in supporting the surrounding community. Goldenberg Heller & Antognoli, P.C. is thrilled to be an Edwardsville CEO Program investor!
To learn more about the Edwardsville CEO Program, click here. If you or your family need help in any practice area, you may contact us by clicking here.
Effective January 1, 2022, employers will no longer be able to enter into covenants not to compete (non-compete agreements) and covenants not to solicit (non-solicitation agreements) with employees whose earnings are below a certain amount. On August 13, Governor JB Pritzker signed into law Amendment 1 to Senate Bill 672. The Illinois Freedom to… Continue reading →
Effective January 1, 2022, employers will no longer be able to enter into covenants not to compete (non-compete agreements) and covenants not to solicit (non-solicitation agreements) with employees whose earnings are below a certain amount.
On August 13, Governor JB Pritzker signed into law Amendment 1 to Senate Bill 672. The Illinois Freedom to Work Act now makes it illegal for employers to enter into non-compete agreements with any employee unless the employee’s earnings exceed $75,000 per year. Likewise, it is illegal for employers to enter into non-solicitation agreements with any employee unless the employee’s earnings exceed $45,000 per year.
In addition, no employer shall enter into non-compete or non-solicitation agreements with any employee who is terminated, furloughed, or laid off as a result of varying COVID-19 circumstances. Similarly, a non-compete agreement is void and illegal with respect to individuals covered by a collective bargaining agreement under the Illinois Public Labor Relations Act or the Illinois Educational Labor Relations Act. Individuals employed in construction are also included in this list.
The legislation also provides the criteria employers must meet when entering into these agreements. According to the bill text, non-compete agreement or a non-solicitation agreement is illegal and void unless:
(1) The employee receives adequate consideration*
(2) The agreement is supplementary to a valid employment relationship
(3) The agreement is no more than what is required for the protection of a legitimate business interest of the employer
(4) The agreement does not impose undue hardship on the employee
(5) The agreement is not harmful to the public
To ensure employees are informed about their obligations, an agreement not to compete or an agreement not to solicit is illegal and void unless:
(1) The employer advises the employee in writing to consult with an attorney before entering into the agreement.
(2) The employer provides the employee with a copy of the agreement at least 14 calendar days before the start of employment or 14 calendar days to review the agreement.
While the bill does not apply retroactively, it will create a substantial change to the future employment agreements and is something employers should keep in mind as the January 1, 2022, effective date looms.
*As defined in the bill, “Adequate Consideration” means, “(1) the employee worked for the employer for at least two years after the employee signed an agreement containing a covenant not to compete or a covenant not to solicit, or (2) the employer otherwise provided consideration adequate to support an agreement to not compete or to not solicit, which consideration can consist of a period of employment plus additional professional or financial benefits or merely professional or financial benefits adequate by themselves.”
Three of the Partners of Goldenberg Heller & Antognoli, P.C. recently took some leisure time and climbed Mount Elbert in Colorado. The three partners, Mark Goldenberg, Elizabeth Heller and David Antognoli climbed to the elevation of 14,433 feet. Mount Elbert is the highest mountain and has the highest elevation in the Continental United States. We… Continue reading →
Three of the Partners of Goldenberg Heller & Antognoli, P.C. recently took some leisure time and climbed Mount Elbert in Colorado. The three partners, Mark Goldenberg, Elizabeth Heller and David Antognoli climbed to the elevation of 14,433 feet. Mount Elbert is the highest mountain and has the highest elevation in the Continental United States. We know they work just as hard for our clients as they do climbing mountains. Congratulations to our Partners for accomplishing this feat.