Corporate compliance re-assessment

Federal-level items every US business should check during a compliance re-assessment - BOI / Beneficial Ownership (Corporate Transparency Act / FinCEN): As of the FinCEN interim final rule (March 26, 2025) domestic U.S. entities (previously “domestic reporting companies”) are exempted from BOI reporting; foreign entities that register to do business in the U.S. remain subject to deadlines. (See FinCEN guidance for details and the limited deadlines that apply to foreign reporting companies.) - Federal tax & entity basics (IRS): confirm entity classification, EIN, federal tax filing obligations, payroll tax filings (Forms 941/940/W-2), recordkeeping, and federal tax-year and deposit schedules. IRS materials link federal filing basics to state registration requirements. - Employment law and payroll (DOL/WHD): verify wage/hour compliance, classification of workers, minimum wage, overtime, recordkeeping, and required postings. - Enforcement & compliance program expectations (DOJ ECCP): modern regulatory/enforcement guidance emphasizes that compliance programs must be risk‑based, implemented in good faith, resourced, and demonstrably effective (design + resources + working in practice). Newer updates increase focus on speak‑up culture, risk assessments, training, monitoring and use of data/metrics. - SBA guidance: practical, step-by-step checklists for continuing obligations (licenses/permits, registrations, local/state filings). 2) State-level priorities (what to check in each state where you are formed or registered) - Annual / Biennial reports and fees: confirm due date (varies by state; some use anniversary month, some use fixed calendar dates), fees, and filing windows. Example highlights: Texas franchise/annual report obligations generally tie to May 15 (franchise tax reports due May 15); New York requires a Biennial Statement every two years and a $9 fee, due in the calendar month of the entity’s initial filing. - Franchise tax / state income/privilege taxes: some states (e.g., Texas, Delaware, California) have franchise taxes or LLC fees with special calculation rules and thresholds—confirm nexus, thresholds and any “no tax due” rules. - Registered agent requirement: confirm your registered agent is current in each state (name and address), and that service‑of‑process and mailing addresses are accurate. - State reinstatement / revival procedures and penalties: identify suspension/forfeiture triggers (failure to file state returns/annual reports or pay taxes) and costs to reinstate. Example: in California, SOS and Franchise Tax Board suspensions carry fees/penalties (SOS filing + $250 penalty; FTB taxes + late penalties and up to a $2,000 suspension penalty). - Licenses and industry-specific permits at state/local level: renewals, inspections, and continuing education (when applicable). 3) Practical compliance re-assessment checklist (recommended steps) - Governance & records: confirm Articles/Certificate, Operating Agreement/Bylaws, issued stock/membership ledgers, minutes/resolutions, and delegated signatories. - Filings & registrations: entity formation state annual/biennial reports filed and paid; foreign qualification registrations in states where you do business; registered agent(s) confirmed. - State & local taxes: confirm state franchise tax/LLC fee, sales tax registration/filings, withholding accounts and filing frequency. - Federal taxes & EIN: verify EIN, federal tax treatment, payroll deposits and reporting, and that tax returns are up to date. - Licenses & permits: inventory, renewal dates, inspections, professional licenses. - Employment-related compliance: payroll withholdings, worker classification, wage-hour compliance, posters, I-9s. - Beneficial ownership / BOI status: confirm whether your entity is exempt from BOI reporting (FinCEN interim final rule dated March 26, 2025) or whether a BOI filing is required (notably for foreign reporting companies). - Compliance program health: document risk assessment, policies, training/comms, hotline/speak-up data, case management, monitoring & testing results, remediation steps, and leadership resourcing. - Calendar & alerts: centralize all federal, state and local due dates (annual reports, franchise taxes, payroll deposits, sales tax, license renewals) and set reminders (preferably automated). - Remediation plan: for any missed filings/taxes, map immediate steps (file late reports, pay fees, request reinstatement if required), estimate penalties, and consider professional help where reinstatement is complex. 4) State examples and quick refs surfaced during research (examples you should check immediately if relevant) - FinCEN BOI interim final rule (March 26, 2025): exemption for U.S. domestic entities — confirm whether your entity is a U.S. domestic company or a foreign entity registered in the U.S. (foreign reporting companies had April 25, 2025 deadlines for pre‑March‑26 registrations). - Texas (Comptroller): "Annual Reports are due May 15 of each year." (franchise tax report window; confirm filing & payment). - New York (Department of State): Biennial Statement required every two years; "The fee for filing a Biennial Statement for a business corporation or LLC is $9." - California (FTB & SOS reinstatement guidance): missed Statements/fees can trigger SOS or FTB suspension—example reinstatement costs include a $20 filing fee + $250 SOS penalty and FTB penalties/taxes; prolonged suspension can result in administrative termination.

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