News & Insights

For Now, the Corporate Transparency Act Applies Only to Foreign Companies

On March 21, 2025, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued a press release with its interim final rules addressing the Corporate Transparency Act (“CTA”). On March 26, 2025, the interim final rules were published in the Federal Register. Also, FinCEN published two alerts as well as Questions and Answers about the final interim rules. ...read more

The End is Near for the Corporate Transparency Act

As we noted in our advisory on Friday, February 28, 2025, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued a statement announcing that: ...read more

FinCEN Says no Fines or Penalties for Failing to File by Current Deadlines

As we noted just a week ago in our advisory, companies required to file beneficial ownership information (“BOI”) reports with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) under the Corporate Transparency Act (“CTA”) generally were required to do so by the new filing deadline of Friday, March 21, 2025. ...read more

The Corporate Transparency Act is Back, with a New Filing Deadline

Companies that are required to file beneficial ownership information (“BOI”) reports with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) under the Corporate Transparency Act (“CTA”) must generally do so by the new filing deadline of Friday, March 21, 2025. ...read more

A Second Nationwide Preliminary Injunction Continues the Suspension of Required Filings Under the Corporate Transparency Act

On January 23, 2025, the U.S. Supreme Court stayed the nationwide (a.k.a., universal) preliminary injunction preventing the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) from enforcing the Corporate Transparency Act (“CTA”). As a result of the Supreme Court’s decision in the Texas Top Cop Shop case, available here, it was anticipated that reporting companies would be required to file their beneficial ownership information (“BOI”) reports with FinCEN, as provided in the CTA. See our advisory. ...read more

U.S. Supreme Court Stays Preliminary Injunction and Reinstates Corporate Transparency Act

On January 23, 2025, the U.S. Supreme Court stayed the nationwide (a.k.a., universal) preliminary injunction preventing the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) from enforcing the Corporate Transparency Act (“CTA”). As a result of the Supreme Court’s decision, available here, reporting companies will now be required to file their beneficial ownership information reports with FinCEN, as provided in the CTA. ...read more

New Jersey’s Comprehensive Data Privacy Law Now in Effect

New Jersey’s comprehensive data privacy law goes into effect today, January 15, 2025.  The law gives New Jersey consumers greater control over their data and imposes significant obligations on businesses that collect and process such data.  Some of the obligations include publishing a privacy policy detailing the business’s data collection, processing, and disclosure practices, providing consumers with the option to opt-out of the collection and disclosure of their information, and entering into written data processing agreements with third-party vendors that will be accessing or processing personal information.  For more information about the law, please see our prior published client alerts here and here.  If you need assistance in evaluating your business’s privacy compliance or if you have any questions or would like more information on the issues discussed in this Alert, please contact Kate Sherlock in Archer’s Voorhees office at 856-673-3919 or ksherlock@archerlaw.com  ...read more

New Jersey “Climate Superfund Act” Clears Senate Committee

On December 12, 2024, the New Jersey Senate Environment and Energy Committee advanced the “Climate Superfund Act,” a bill moving through the New Jersey Legislature which, if enacted, would impose liability on certain fossil fuel companies for certain damages caused by climate change. The bill also establishes a program within the New Jersey Department of Environmental Protection (“NJDEP”) to collect and distribute compensatory payments. The bill was originally introduced in the New Jersey Senate as S-3545 on September 12, 2024, by Senator John McKeon. An identical bill sponsored by Assemblyman John Allen as A-4696 is also pending in the New Jersey General Assembly. ...read more

Corporate Transparency Act Preliminary Injunction is Reinstated

On December 3, 2024, in Texas Top Cop Shop, Inc. v. Garland, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily preventing the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) from enforcing the Corporate Transparency Act (“CTA”). See our Advisory. ...read more

FinCEN Extends Certain Filing Deadlines Under the Corporate Transparency Act

As we previously reported, on December 3, 2024, in Texas Top Cop Shop, Inc. v. Garland, a judge in the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily preventing the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) from enforcing the Corporate Transparency Act (“CTA”). ...read more

Corporate Transparency Act Preliminary Injunction is Lifted and Filing Deadlines Are Reinstated

As we previously reported, on December 3, 2024, in Texas Top Cop Shop, Inc. v. Garland, a judge in the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily preventing the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) from enforcing the Corporate Transparency Act (“CTA”). ...read more

Pennsylvania’s New Annual Filing Requirement for Business Entities and Nonprofit Organizations

Beginning January 1, 2025, Pennsylvania is introducing a new annual filing requirement for all business entities, including nonprofit organizations.  The new annual filing is mandatory for entities registered with the Pennsylvania Department of State and replaces the now defunct decennial filing.  This alert summarizes the key aspects of the new law and its implications for your organization. ...read more

USEPA Announces Ban on TCE and PCE

On December 9, 2024, the U.S. Environmental Protection Agency (USEPA) announced bans on two chemicals—trichloroethylene (TCE) and perchloroethylene (PCE)—pursuant to the latest risk management rules under the bipartisan 2016 Toxic Substances Control Act (TSCA) amendments. A link to USEPA’s announcement of the ban can be found here. TCE and PCE are two of the initial chemicals USEPA evaluated under the 2016 TSCA amendments, along with asbestos and methylene chloride. ...read more

Federal Court Issues Nationwide Preliminary Injunction Temporarily Suspending Enforcement of Corporate Transparency Act

The Corporate Transparency Act (“CTA”) requires more than 32 million domestic and foreign companies to file a beneficial ownership information report (“BOI Report”) with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”). A BOI Report discloses certain information about the companies and their “beneficial owners”, which include persons directly or indirectly owning or controlling 25% or more of the ownership interests, senior management, and other persons directly or indirectly substantially controlling a company. ...read more

IRS Releases New Section 83(b) Election Form

The Internal Revenue Service has released an official standardized form for taxpayers to make an election under Section 83(b) of the Internal Revenue Code. ...read more

Court Strikes Down Overtime Rule That Increased Salary Thresholds for Overtime Exemptions

On November 15, 2024, the United States District Court for the Eastern District of Texas set aside and vacated the United States Department of Labor (DOL) rule that expanded overtime eligibility for employees.  The rule had been issued by the DOL earlier this year, increasing the minimum salary levels for an exemption to the overtime requirements.  To qualify for what is known as a “white-collar” exemption to overtime, and in addition to other requirements, employers must pay employees a minimum salary. The minimum salary requirement had been $684 per week, or $35,568 annually.  Pursuant to the first part of the new DOL rule, which had already gone into effect on July 1, 2024, the minimum salary for an overtime exemption increased to $844 per week, or $43,888 annually.  The minimum salary was set to increase again on January 1, 2025 to $1,128 per week ($58,656 annually), meaning that employees who earned less than that amount would be generally entitled to overtime pay if they worked more than forty hours in a week. The court, however, struck down the entire rule and did so on a nationwide basis.  Thus, the minimum salary requirement for an overtime exemption is now $684 per week again ($35,568 annually).In setting aside the rule, the court reasoned that the DOL exceeded its authority by increasing the salary thresholds too high, which the court stated in essence created a “salary only” test for overtime exemption eligibility. The increase scheduled for January 2025, for example, would have resulted in a 65% increase from the $684 per week requirement. This was problematic because the Fair Labor Standards Act (FLSA), which sets forth the white-collar exemptions, provides for a job duties test as well for an overtime exemption, whereby employees must primarily perform certain executive, administrative, or professional duties to qualify for an overtime exemption.  The court explained that the DOL increases “effectively eliminate[d]” consideration of this other test. The DOL rule also provided for automatic increases to the minimum salary threshold every three years. The court held that the DOL also lacked this authority because the FLSA requires each increase to occur via regulation under the Administrative Procedure Act.Given this court ruling, the DOL increases to the minimum salary requirements are now null and void. However, employers must keep in mind that some states have minimum salary requirements that are greater than the requirement under the FLSA. And while the recent presidential election result may mean that the DOL will not appeal this court decision, it remains to be seen whether the new administration will enact a smaller increase to the minimum salary requirement.If you have any questions or need more information, please contact Douglas Diaz at ddiaz@archerlaw.com or 856-616-2614, or any member of Archer’s Labor and Employment Group.  ...read more

Understanding Your Obligations Under the Corporate Transparency Act (Updated November 2024)

QUESTION 6: WHAT IS A 25% OR MORE OWNERSHIP INTEREST?A person who owns or controls 25% or more of the ownership interests of the reporting company is a beneficial owner. Any of the following may be an ownership interest in a reporting company: ...read more

Forming a Business Entity: New Jersey, New York, Pennsylvania or Texas vs. Delaware

Clients often ask whether they should form their business entity in Delaware. Delaware is an ideal jurisdiction for public companies and private companies with venture capital and private equity investors. However, Delaware may not be ideal for a local business operating in New Jersey, New York, Pennsylvania, or Texas. For example, if a business is formed in Delaware, but will be operated in another state, the business will have to file papers and pay initial and likely annual fees in two states. For many clients, forming a business in New Jersey, New York, Pennsylvania or Texas is perfectly acceptable. This paper describes some of the advantages and disadvantages of forming a business entity in Delaware, and then outlines the initial and annual costs involved in forming a corporation or limited liability company in New Jersey, New York, Pennsylvania, Texas, and Delaware.There are some advantages of being a Delaware company, but they are probably not important to most small businesses operating in New Jersey, New York, Pennsylvania, or Texas. The advantages are: ...read more

Get Ready: CTA's Reporting Deadline is Fast Approaching

Despite legal challenges (see our advisory Nothing Has Changed with the Corporate Transparency Act), the Corporate Transparency Act (CTA) remains in effect and the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department continues to implement and enforce the CTA. As a result, companies in existence as of January 1, 2024 are required to file their beneficial ownership information (BOI) reports before January 1, 2025.The analysis for determining whether a company is reporting or exempt and identifying its beneficial owners (which is a misnomer since it is not limited to owners) can be challenging and time-consuming, especially for a company with a complex ownership structure. Inadequate or hasty reporting heightens the likelihood of mistakes, inaccurate data, and potential non-compliance, which can result in significant civil penalties of up to $500 per day and criminal penalties of up to $10,000 and imprisonment for up to 2 years. As a result, now is the time to actively prepare to file the BOI report by the deadline. A best practice is for the company to designate a person responsible to identify beneficial owners and gather the necessary information and documents to file the BOI report. For a comprehensive analysis of the CTA, see our client advisory (Understanding Your Obligations Under the Corporate Transparency Act).Incidentally, a company formed or registered in 2024 is required to file its BOI report within 90 days of formation or registration. So, if such a company has not yet done so, it should immediately file to avoid penalties. We can assist companies with their analysis of their reporting obligations under the CTA. If you have any questions about the Corporate Transparency Act, please contact Gianfranco Pietrafesa at gpietrafesa@archerlaw.com or 201-498-8559, Zhao Li at zli@archerlaw.com or 856-673-7140, or any member of Archer’s Business Counseling Group.DISCLAIMER: This client advisory is for general information purposes only. It does not constitute legal or tax advice, and may not be used and relied upon as a substitute for legal or tax advice regarding a specific issue or problem. Advice should be obtained from a qualified attorney or tax practitioner licensed to practice in the jurisdiction where that advice is sought.  ...read more

Federal Court Sets Aside FTC Ban on Non-Competes

The United States District Court for the Northern District of Texas has set aside the Federal Trade Commission’s (“FTC”) Non-Compete Clause Rule (“Rule”). In a ruling with nationwide effect, the court ordered that “the Rule shall not be enforced or otherwise take effect on its effective date of September 4, 2024 or thereafter.” This ruling bookends the first chapter of the FTC’s assault on non-compete agreements by way of rulemaking and eliminates the enormous uncertainty for employers previously staring down the Rule’s September 4 effective date and its mandatory notice requirement. In Ryan, LLC v. FTC, the court found that (1) the FTC lacked statutory authority to promulgate the Rule and (2) the Rule is arbitrary and capricious. As to its first finding, the court concluded that the FTC lacked authority to promulgate substantive rules regarding unfair methods of competition. And with respect to its second finding, the court held that the Rule is arbitrary and capricious under the Administrative Procedure Act (“APA”) because it was unreasonably broad without any reasonable explanation. Having reached these conclusions, the court held that it was obligated to “hold unlawful” and “set aside” the Rule under the APA. In a break from its earlier preliminary injunction ruling – which stayed the Rule’s effective date only as to the plaintiffs in the case – the court explained that this setting aside has nationwide effect and is not limited to the named plaintiffs. Now that the FTC’s sweeping Rule has been set aside, employers can breathe a sigh of relief. However, an appeal is expected and hostility towards non-compete agreements still remains. Given this, employers should work with counsel to review existing agreements to ensure compliance with applicable state law while considering additional options to protect their legitimate business interests. You can read our previous advisories on the FTC’s Non-Compete Clause Rule here: ...read more