Christopher T. Craig

Corporate Transparency Act Beneficial Ownership Requirements

January 31, 2024

In 2021, Congress passed a law to increase transparency concerning individuals that control organizations and corporate entities (the Corporate Transparency Act or “CTA”). Beginning January 1st, 2024, under a new Financial Crimes Enforcement Network (“FinCEN”) rule, entities – including tax exempt entities – must disclose information related to the entity itself AND directors and officers. Historically, FinCEN worked to combat money laundering, tax fraud and the financing of terrorism. The rule covers corporations, limited liability companies and all entities created under state law (e.g., those filing with the Virginia State Corporation Commission, DC Corporations Division or Maryland SDAT). The information required at the entity level is the legal name (and trade name), relevant addresses state of incorporation/organization and federal EIN. The Report must also include similar information for each individual “beneficial owner”. The definition for a “beneficial owner” is very broad and can be viewed to include every officer and director of an entity, including tax-exempt entities. Specifically, an individual who, directly or indirectly exercises substantial control over the entity, or owns or controls not less than 25 percent of the ownership interests of the entity. “Substantial control” under the regulation includes serving as a senior officer (e.g., president, chief financial officer,

FAQ Small Business Law Fairfax Virginia

January 24, 2024

Whether you are a seasoned business owner or just toying with the idea of starting a new venture, a business lawyer can help you understand the legalities involved and protect your assets. Here are some of the most FAQ about small business law. Do I need a lawyer to start an LLC in Virginia? No. But it helps when you are trying to decide what type of business association is best for you and your business. What does business law cover? Everything from planning and creating a business entity, executing governance documents (Articles of Incorporation, By-Laws, Resolutions), handling contracts (Services, buy-sell and stockholder agreements, loans, leases, protecting intellectual property, copyright, trademark and information and the like), human resources, and insurance just to name a few. How do I choose the right business entity? Factors in choosing the right business entity include: who and how many will own the entity? Do you plan on selling the entity some day? What is the degree of liability related to the services or goods produced? Taxation? And the like. Can I be my own registered agent in Virginia? Yes, you can; you can apply on the Virginia State Corporation Commission. Do I need

Employee v. Independent Contractor – Final Rule Mar 2024

January 17, 2024

Once again, the federal government is weighing into the question of whether a worker is an employee or an independent contractor. As you know, the “answer” to this question is crucial for tax and labor law purposes. It can be very expensive for an employer if a worker is mischaracterized. Under a “new” rule adopted by the Department of Labor, the government is returning to the “totality-of-the-circumstances analysis” economic reality test wherein the various factors used to assess a worker’s status do not have a predetermined weight and are considered in view of the economic reality of the whole activity. The Department did retain its longstanding interpretation that economic dependence is the ultimate inquiry, and that an employee is someone who as a matter of economic reality, is economically dependent on an employer for work—not for income. The phrase “independent contractor” under the rule, “refers to workers who, as a matter of economic reality, are not economically dependent on an employer for work and are in business for themselves. The final rule provides guidance on how six “economic reality” factors should be considered. They are: opportunity for profit or loss depending on managerial skill; investments by the worker and the

Business Law FAQ Part 2

December 5, 2023

Whether you are a seasoned business owner or just toying with the idea of starting a new venture, a business lawyer can help you understand the legalities involved and protect your assets. Here are some of the most FAQ about business law. What’s the difference between a merger and an acquisition? They are similar in that 2 or more entities are joining to become one. How is a C corporation different than an S corporation? Among other more complex differences an S Corp enjoys certain tax advantages over a C Corp, but ownership in an S Corp is limited. What is a non-profit corporation? This is an incorporated entity that provides limited liability to its members, officer and directors, but no individual actually owns the entity. Oftentimes non-profit, non-stock corporations qualify as income tax exempt. What is a Limited Liability Corporation (LLC)? A business entity created under statute and contract law owned by members. LLC’s enjoy traits of a partnership – the LLC is only taxed once at the partner level, and traits of a stock corporation – limited liability of officers, directors and members. What is a corporation? A business entity created under state law and owned by shareholders.

Can I Use Artificial Intelligence (e.g., OpenAI, ChatGPTTM) for Estate Planning?

November 28, 2023

Can Artificial Intelligence write a will? While it is technically possible to use Artificial Intelligence for estate planning, that doesn’t necessarily make it worthwhile. Here are Cook, Craig, and Francuzenko, we understand that hands on, personal estate planning is far better for your piece of mind than ease. In some cases, no plan is better than a faulty plan. When it comes down to it, we want you to have your desired estate plan that serves your purposes, legally, and works effectively without putting undue stress on your loved ones. Here’s what you need to know about using Artificial Intelligence to write a will. What Can Artificial Intelligence Do? ChatGPTTM (for example) is an artificial intelligence product that can generate or creates text based on neutral language programming. It can: Respond to inquiries like a search engine; but instead of separate website suggestions it combines a variety of suggested inputs and provides an answer. Write documents with near-human fluency. Artificial Intelligence can write emails, messages, chats, resumes, cover letters, social media posts, scripts, poetry and more, and it can do so in multiple languages. Simplify topics, terms, analogies, examples and more. Offer multiple solutions to proposed problems. [Related: Estate Planning

Corporate Transparency Act Beneficial Ownership Requirements

FAQ Small Business Law Fairfax Virginia

Employee v. Independent Contractor – Final Rule Mar 2024

Business Law FAQ Part 2

Can I Use Artificial Intelligence (e.g., OpenAI, ChatGPTTM) for Estate Planning?

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