May 2023 (updated) On January 1, 2021 Congress passed the Corporate Transparency Act which imposes a new federal filing regime. On September 29, 2022, the Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued final rules to implement the Act. The purpose of this Memorandum is to alert you to the forthcoming filing requirements. The […]
Read MoreThis memorandum will attempt to outline certain reporting and compliance obligations relating to private foundations. You should also review a booklet which you may have received from the Internal Revenue Service entitled “Compliance Guide For 501(c)(3) Private Foundations” (Publication 4221PF) (available at www.irs.gov). IRS Reporting and Filing Requirements State Filings Treatment of Contributions Fiduciary Duty […]
Read MoreTo date, the Internal Revenue Service (IRS) has generally not processed applications by limited liability companies (LLC) for recognition as a tax-exempt entity under Section 501(c)(3) of the Internal Revenue Code. The last IRS guidance on this topic was nonbinding and was issued 20 years ago, shortly after LLCs emerged as a new form of […]
Read MoreIntroduction For Federal tax purposes, you must file Form 8283 to report information about noncash charitable contributions for which you are claiming an income tax deduction .. You must file one or more Forms 8283 if the amount of your deduction for each noncash contribution is more than $500. You must also file Form 8283 […]
Read MoreSection 715-b of the New York Not-for-Profit Corporation Law (the “NPCL”) requires nonprofits with 20 or more employees and annual revenues in excess of one million dollars to adopt an explicit whistleblower policy to protect from retaliation persons who report suspected improper conduct. Nonprofits with fewer than 20 employees or with annual revenues lower than […]
Read MoreNonprofits operating in New York or planning to operate in New York frequently assume that they have no choice but to incorporate in New York State. However, New York is not the only option. Delaware is becoming an increasingly popular choice for nonprofits because of the potentially friendlier legal regime. Governing Law New York has […]
Read MoreIn late 2020 , the SEC proposed or adopted a number of regulatory initiatives which benefit the issuers and other participants in private placements. These include an expansion of the definition of “accredited Investor” under Regulation D, expanded eligibility and simplification of the rules regulating private placements and an exemption permitting the compensation of “finders” […]
Read MoreOn August 26, 2020, the Securities and Exchange Commission significantly expanded the category of persons who can be considered an “Accredited Investor” under Regulation D. Some highlights: While the amendments do not change the $200,000.00/$300,000.00 annual income and $1,000,000.00 net asset thresholds for individuals (which have remained unchanged since Regulation D’s adoption), they update Regulation […]
Read MoreIn early November, the SECs Division of Corporation Finance updated CDI 139.13 under Securities Act Section 5 and withdrew CDIs 139.15 through 139.20. The updated CDI relates to equity line financings. In many equity line financings, the company will rely on a private placement exemption to sell the securities under the equity line and will […]
Read More