✔ Small businesses

Key findings and actionable guidance (compressed)1) Beneficial Ownership Information (BOI) — critical update and practical steps- Major rule change (interim final rule, Mar 26, 2025): domestic U.S. entities (previously called “domestic reporting companies”) and their U.S. beneficial owners are now exempt from BOI reporting under the Corporate Transparency Act; the rule now narrows “reporting company” to certain foreign entities registered to do business in the U.S.- Filing timelines for covered reporting companies (foreign reporting companies that must file): companies registered before Mar 26, 2025 had an April 25, 2025 deadline; newly-registered reporting companies generally have 30 calendar days after their registration is effective to file.

FinCEN’s e-filing system is the required channel.- BOI report content: company identifying info, beneficial owners (name, DOB, address, ID number + image), and company applicants when required. Individuals or companies may request FinCEN identifiers to avoid repeating personal data on reports.- Updates/corrections: companies must file updated BOI reports when required information changes; correct inaccuracies within 30 days of discovery; safe harbor exists if corrected within 90 days of filing.

Willful failure or false reporting can trigger civil ($500/day) or criminal penalties.(Action: For most US-formed LLCs today, BOI reporting is not required, but confirm entity status and any foreign-registration exposure.

If you have foreign-formed entities registered in the U.S., follow FinCEN filing timelines and obtain FinCEN IDs as needed.)2) Federal formation & identification: form with the state first, then get an EIN- Best practice: form your legal entity with the state before applying for an EIN.

The IRS warns that applying for an EIN before formation can delay your application.- Use the IRS online EIN application for immediate issuance if eligible; otherwise file Form SS-4 where applicable.(Action: Incorporate or form the LLC with the state Secretary of State, then apply for an EIN and record the EIN for tax registrations and bank accounts.)3) Federal employer obligations & day-to-day compliance- Federal taxes and employer responsibilities are the primary ongoing federal obligations: income tax withholding, payroll taxes (Social Security/Medicare), federal unemployment taxes (FUTA), deposit rules and Form 941 (quarterly) / Form 940 (annual) as required.

Employers must also display required DOL workplace posters and comply with OSHA, ADA, and other federal workplace regulations.- Affordable Care Act reporting applies to employers with 50+ full-time equivalent employees.(Action: Set up payroll systems, register for federal and state employer tax accounts, ensure you have posted required labor posters and maintain records.)4) State requirements vary widely — state-by-state checks are mandatory- Annual reports, filing frequencies, due dates, fees, and franchise/privilege taxes differ dramatically by state; some states have no annual reports, others have substantial franchise/annual taxes (e.g., California’s $800 minimum franchise tax; Delaware and other states impose franchise or alternative entity taxes; Texas imposes a franchise tax with revenue thresholds).- Some states (e.g., New York) have unusual requirements (e.g., LLC publication requirements in NY).

Many states tie due dates to formation anniversaries rather than calendar dates. Foreign qualification (registering to do business in other states) creates separate ongoing requirements in those states.(Action: For each state where you are formed or doing business, consult the Secretary of State and Department of Revenue sites and track due dates and fees.

Consider centralized compliance software or registered-agent services to avoid missed filings.)

Key findings and actionable guidance (compressed)1) Beneficial Ownership Information (BOI) — critical update and practical steps- Major rule change (interim final rule, Mar 26, 2025): domestic U.S. entities (previously called “domestic reporting companies”) and their U.S. beneficial owners are now exempt from BOI reporting under the Corporate Transparency Act; the rule now narrows “reporting company” to certain foreign entities registered to do business in the U.S.- Filing timelines for covered reporting companies (foreign reporting companies that must file): companies registered before Mar 26, 2025 had an April 25, 2025 deadline; newly-registered reporting companies generally have 30 calendar days after their registration is effective to file.

FinCEN’s e-filing system is the required channel.- BOI report content: company identifying info, beneficial owners (name, DOB, address, ID number + image), and company applicants when required. Individuals or companies may request FinCEN identifiers to avoid repeating personal data on reports.- Updates/corrections: companies must file updated BOI reports when required information changes; correct inaccuracies within 30 days of discovery; safe harbor exists if corrected within 90 days of filing.

Willful failure or false reporting can trigger civil ($500/day) or criminal penalties.(Action: For most US-formed LLCs today, BOI reporting is not required, but confirm entity status and any foreign-registration exposure.

If you have foreign-formed entities registered in the U.S., follow FinCEN filing timelines and obtain FinCEN IDs as needed.)2) Federal formation & identification: form with the state first, then get an EIN- Best practice: form your legal entity with the state before applying for an EIN.

The IRS warns that applying for an EIN before formation can delay your application.- Use the IRS online EIN application for immediate issuance if eligible; otherwise file Form SS-4 where applicable.(Action: Incorporate or form the LLC with the state Secretary of State, then apply for an EIN and record the EIN for tax registrations and bank accounts.)3) Federal employer obligations & day-to-day compliance- Federal taxes and employer responsibilities are the primary ongoing federal obligations: income tax withholding, payroll taxes (Social Security/Medicare), federal unemployment taxes (FUTA), deposit rules and Form 941 (quarterly) / Form 940 (annual) as required.

Employers must also display required DOL workplace posters and comply with OSHA, ADA, and other federal workplace regulations.- Affordable Care Act reporting applies to employers with 50+ full-time equivalent employees.(Action: Set up payroll systems, register for federal and state employer tax accounts, ensure you have posted required labor posters and maintain records.)4) State requirements vary widely — state-by-state checks are mandatory- Annual reports, filing frequencies, due dates, fees, and franchise/privilege taxes differ dramatically by state; some states have no annual reports, others have substantial franchise/annual taxes (e.g., California’s $800 minimum franchise tax; Delaware and other states impose franchise or alternative entity taxes; Texas imposes a franchise tax with revenue thresholds).- Some states (e.g., New York) have unusual requirements (e.g., LLC publication requirements in NY).

Many states tie due dates to formation anniversaries rather than calendar dates. Foreign qualification (registering to do business in other states) creates separate ongoing requirements in those states.(Action: For each state where you are formed or doing business, consult the Secretary of State and Department of Revenue sites and track due dates and fees.

Consider centralized compliance software or registered-agent services to avoid missed filings.)

Business licenses, permits, and local requirements- Licensing often depends on industry, city, and county — many states provide a central portal (e.g., CalGold in CA, state “one-stop” portals). Local (city/county) permits frequently apply (zoning, health, professional licenses).(Action

Use state licensing portals and municipal resources to identify required licenses or permits. Add license renewals to your compliance calendar.)

Sales tax nexus and sales/use tax registration- Post-Wayfair, states vary on economic nexus thresholds; remote sellers must review each state’s Dept. of Revenue guidance and register where nexus exists. Thresholds and marketplace facilitator rules differ by state and are updated frequently.(Action

Review nexus thresholds for states where you sell goods/services; register and comply with sales tax collection and periodic returns.)

Recordkeeping, good standing and liability protection- Maintain operating agreements, meeting minutes (for multi-member LLCs if helpful), separate bank accounts, and timely state filings to preserve limited liability protection. Administrative dissolution risks

missing filings can lead to loss of “good standing” and veil-piercing risk.(Action: Track annual/biennial filings, registered agent communications, and state notices. Reinstatement can be costlier than staying current.)Practical compliance checklist (startup + ongoing)- Before launch: choose entity type; form with state SOS; obtain EIN; open business bank account; apply for state tax IDs (sales tax, payroll tax); secure licenses/permits (state & local).- Setup payroll & HR: register for state unemployment insurance, workers’ comp, set up payroll tax deposits, employee W-4s, labor posters, and HR processes.- Annual maintenance: file state annual/biennial reports; pay franchise/privilege taxes where applicable; renew business licenses; file federal and state tax returns and estimated payments.- BOI: determine BOI filing obligation (most US domestic entities currently exempt per Mar 26, 2025 rule); if required, file initial BOI report via FinCEN E-Filing and update within required timelines.- Ongoing: keep registered agent info current, maintain accurate records, monitor state notices, and budget for state fees and taxes.