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Latest Corporate Transparency Act Update: Rule Remains Unchanged

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I don’t want to jinx anything, but it appears the dust may have settled on this, at least for a little while. The law remains unchanged, and the anticipated rule I posted about on March 4 to limit enforcment to foreign companies and persons came to fruition on March 21, 2025, when FinCEN announced that it had issued an “interim final rule” removing reporting requirements for U.S. companies and U.S. persons. Now, what were previously defined as “foreign reporting companies” are just “reporting companies” (because they are foreign).

Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below; HOWEVER, these entities will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Upon the publication of the interim final rule (3/26/2025):

  • Foreign companies registered to do business in the United States before the date of publication of the rule must file BOI reports no later than 30 days from that date (4/25/2025), and
  • Foreign companies registered to do business in the United States on or after the date of publication of the fule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

FinCEN is accepting comments on this interim final rule until May 27,2025, and intends to finalize the rule this year. In general, this rule does not resolve ongoing litigation, so that is something to continue to watch as well. If you are having trouble sleeping and want info on the rule straight from the source or wish to comment: https://www.federalregister.gov/documents/2025/03/26/2025-05199/beneficial-ownership-information-reporting-requirement-revision-and-deadline-extension

Chambers Recognizes WR in USA Spotlight Guide 2025

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Wilson Ratledge is honored to announce the firm’s ranking in Chambers USA Spotlight Guide 2025.  This prestigious recognition highlights the firm as a leading small to medium-sized law firm in General Commercial Litigation, standing as a premier alternative to traditional Big Law firms in North Carolina.

Chambers Spotlight North Carolina highlights 60 law firms across 11 regions and 12 distinct practice areas.  The spotlight ranking is achieved through independent and in-depth market research, evaluating experience, legal expertise, and caliber of talent, and ensuring that only firms demonstrating exceptional client service and litigation strength are recognized.

The inclusion in the spotlight reflects the firm’s commitment to exceptional work in complex legal disputes.

A Look at Different Professionals That You May Need in Your Business Sale

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Selling a Business? The Right Team Makes All the Difference

Selling a business is more than just signing a contract—it’s a complex process that requires careful planning and the right team of professionals. From legal considerations to financial structuring, each step of the sale can have lasting implications for your future. 

Who should you trust to guide you through this journey? Having the right professionals for selling a business can mean the difference between a smooth, profitable transaction and one filled with costly mistakes.

The Key Professionals Involved in Selling a Business

To successfully sell a business, you’ll need a team with experience in legal, financial, and transactional matters. Each professional brings a unique perspective and expertise to ensure that the sale is structured correctly, compliant with the law, and financially sound.

Business Attorneys

One of the first professionals you should hire is a business attorney. An attorney will help you navigate legal complexities, draft contracts, and ensure compliance with state and federal regulations. 

At Wilson Ratledge PLLC, we provide legal guidance for business owners throughout the sale process, protecting your interests every step of the way. Our business attorneys can assist with:

  • Structuring the sale (asset sale vs. stock sale)
  • Drafting and reviewing purchase agreements
  • Managing due diligence requirements
  • Negotiating terms and liabilities

Accountants and Tax Advisors

Selling a business has significant tax implications. An experienced accountant or tax advisor helps you understand how the sale will impact your finances and strategizes ways to minimize tax liability. Tax professionals can:

  • Advise on capital gains taxes
  • Structure the deal for maximum financial benefit
  • Ensure financial records are in order for due diligence
  • Provide valuation assistance for a fair asking price

Business Brokers

If you’re unsure how to find buyers, a business broker can be an invaluable resource. Business brokers specialize in marketing businesses for sale, finding qualified buyers, and negotiating favorable deals. Their role includes:

  • Preparing the business for sale
  • Identifying potential buyers
  • Marketing the business discreetly
  • Assisting in negotiations

Investment Bankers

For larger transactions, an investment banker can help secure the best possible deal by leveraging their network of buyers and investors. They work on mergers and acquisitions, assisting with valuation, deal structuring, and negotiations.

Financial Advisors

A financial advisor plays a crucial role in helping business owners plan for life after the sale. How is the buyout structured? Which amounts are allocated to different pieces of the transaction, and how will you deal with the tax implications of it?

Whether it’s retirement planning, investment strategies, or wealth management, a financial advisor ensures that the proceeds from the sale align with your long-term goals.

When Should You Hire These Professionals?

The earlier you involve these professionals, the better. Ideally, you should consult with an attorney, accountant, and financial advisor at least a year before putting your business on the market. Business brokers and investment bankers can be brought in when you are actively looking for buyers. 

Early planning ensures that you can maximize the value of your business, avoid any potential last minute roadblocks, and get the best possible return for the business that you’ve put your heart into building.

Maximize Your Business Sale Value With Wilson Ratledge

Selling a business is a major financial and legal decision that requires the right team of professionals. At Wilson Ratledge PLLC, we guide business owners through the legal complexities of selling their businesses. 

Whether you need help structuring the deal, reviewing contracts, or protecting your interests, our team is here to assist you–reach out today to schedule your consultation!

Three WR Attorneys receive prestigious 2025 Martindale-Hubbell AV Preeminent® Judicial Edition Award

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Wilson Ratledge is thrilled to announce that Attorney’s James E.R. Ratledge, Daniel C. Pope, Jr., and Reginald B. Gillespie, Jr. have been awarded Judicial AV Preeminent® Rating from Martindale Hubbell for 2025, signifying the highest possible rating in both legal ability and ethical standards and reflects the peer review opinions of both members of the Bar and Judiciary.

This award is another milestone in Jamie, Dan, and Reggie’s long-standing tradition of excellence in the legal practice.  Congratulations!

Latest Corporate Transparency Act Update: Filing Deadline Extended to March 21, 2025

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The Financial Crimes Enforcement Network (FinCEN) has announced a significant update regarding the Corporate Transparency Act (CTA) and its Beneficial Ownership Information (BOI) reporting requirements. As of February 19, 2025, the deadline for most reporting companies to submit their initial, updated, or corrected BOI reports has been extended to March 21, 2025. This extension aims to provide businesses additional time to comply with the CTA’s reporting obligations.

Key Takeaways from FinCEN’s Announcement:

  1. New BOI Reporting Deadline – The new filing deadline for the vast majority of reporting companies is now March 21, 2025.
  2. Potential for Further Extensions – FinCEN has indicated that further modifications to the deadline may be forthcoming based on the needs of reporting companies.
  3. Regulatory Burden Reduction Efforts – In response to ongoing court challenges and legislative developments, FinCEN is evaluating ways to reduce the compliance burden, particularly for lower-risk entities and small businesses.
  4. National Security Considerations – FinCEN will prioritize enforcement efforts on entities that pose the most significant national security risks while reassessing the reporting framework for lower-risk businesses.

This update follows continued legal challenges and legislative discussions regarding the CTA’s implementation. Notably, FinCEN’s statement reflects the Treasury Department’s commitment to reducing regulatory burdens while ensuring transparency and compliance with federal regulations.

Legal Context: Ongoing Litigation and Regulatory Adjustments

FinCEN’s decision to extend the deadline aligns with broader legal disputes surrounding the CTA. As covered in our previous February 7, 2025 update, court rulings, including those in Smith et al v. U.S. Department of the Treasury and Texas Top Cop Shop, Inc. v. Garland, have led to uncertainty regarding enforcement timelines. The Supreme Court’s involvement in related cases underscores the evolving nature of this regulatory framework.

Next Steps for Businesses

With the new deadline set for March 21, 2025, businesses should take the following steps to ensure compliance:

  • Review BOI Reporting Requirements – Determine whether your entity qualifies as a reporting company under the CTA.
  • Prepare and Submit Reports – Gather necessary ownership information and submit reports well ahead of the deadline to avoid last-minute issues.
  • Monitor Further Updates – FinCEN has indicated that additional modifications may be made before the new deadline. Businesses should stay informed about further regulatory changes.

For more details, visit FinCEN’s BOI website.

Final Thoughts

The extension of the BOI reporting deadline to March 21, 2025, provides businesses with much-needed time to navigate compliance requirements under the Corporate Transparency Act. However, ongoing litigation and regulatory changes mean businesses should remain vigilant and proactive in meeting their obligations.

For legal guidance on BOI reporting and compliance with the Corporate Transparency Act, contact Wilson Ratledge. Our team is closely monitoring these developments and is available to assist clients in understanding their obligations under this evolving regulatory framework.

Three WR Attorneys Named 2025 Super Lawyers

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Wilson Ratledge is proud to announce that three attorneys have been selected to the 2025 North Carolina Super Lawyers®.

James E.R. Ratledge – Workers’ Compensation

Daniel C. Pope, Jr. – Workers’ Compensation

Reginald B. Gillespie, Jr. – Business Litigation

Super Lawyers is an exclusive list, recognizing the top five percent of attorneys in North Carolina.  Part of Thomson Reuters, Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement.  The patented selection process includes independent research, peer nominations and peer evaluations.  Read the full publication here.

Congratulations, Jamie, Dan and Reggie!