Corporate Transparency Act

FinCEN Update: U.S. Companies No Longer Needed to Report

On Friday, March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule regarding the Corporate Transparency Act (CTA), revising the definition of “reporting company” such that entities formed under the laws of any U.S. State or Tribal jurisdiction likely will not have to file a beneficial owner information report (BOIR).

Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.

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Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. For more information, see: https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us.

This alert serves as a general summary and does not constitute legal guidance. Please contact us with any specific questions. When it matters in Michigan, we are the trusted legal advisors for businesses and individuals.

Robert D. Burgee is an attorney at Fraser Trebilcock with over a decade of experience counseling clients with a focus on corporate structures and compliance, licensing, contracts, regulatory compliance, mergers and acquisitions, and a host of other matters related to the operation of small and medium-sized businesses and non-profits. You can reach him at 517.377.0848 or at bburgee@fraserlawfirm.com.

Five Stories That Matter in Michigan This Week – March 21, 2025

Corporate Transparency Act BOI Reporting Requirements Deadline is Here

Friday, March 21, 2025, is the deadline for most reporting companies to file their beneficial ownership information (BOI) reports as required by FinCEN under the Corporate Transparency Act (CTA).

Why it Matters: While there is pending legislation that would delay the enforcement of the CTA until January 1, 2026, companies should adhere to the reporting requirements now to avoid any fines or penalties. Contact your Fraser Trebilcock attorney if you have any questions or need assistance.

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Elizabeth M. Siefker Selected as a Member of Michigan Lawyers Weekly “Up & Coming Lawyers Class of 2025”

Fraser Trebilcock attorney Elizabeth M. Siefker has been selected as a member of Michigan Lawyers Weekly’s “Up & Coming Lawyers Class of 2025.” This special award recognizes those who have excelled in the profession and are standouts among their peers — all in their first 10 years of practice.

Why it Matters: Ms. Siefker focuses her practice on estate planning, elder law, guardianships and conservatorships, probate litigation, and tax planning. With experience assisting clients in every aspect of the estate planning process, she understands that each plan will be unique to the client’s situation. Ms. Siefker is included in Super Lawyers^® as a “Michigan Rising Star” in Estate & Probate, and received the American Jurisprudence Award for civil procedure, contracts, first amendment, and torts. She is an active member of several legal organizations, having previously served on the Board of Directors of the Women Lawyers Association of Mid-Michigan as the Regional Representative. Read more.

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Michigan Cannabis Industry Faces Price Pressure Despite High Sales Volume

According to the Michigan Cannabis Regulatory Agency, Michigan cannabis sales reached $241.3 million in February, down 7.6% year-over-year, with adult-use sales decreasing 4.7% to $246.6 million while medical sales fell 71.1% to just $0.6 million. The average flower price hit a new low of $1,043 per pound, falling 29.1% from last year and 2.0% from January.

Why it Matters: While Michigan’s cannabis market maintains substantial sales volume (despite a slight 3.0% decline in early 2025), the continuing downward trend in prices is creating significant profitability challenges for industry operators. Expanding supply and competition are forcing cannabis businesses to adapt to thinner margins and more challenging business conditions.

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Michigan Supreme Court Upholds Victory for Firm’s Client

Fraser Trebilcock attorneys Michael P. Donnelly and Laura S. Faussié successfully represented a fiber optic company before the Michigan Supreme Court. On January 24, 2025, the Court, after hearing oral argument from the parties, denied an application for leave to appeal in a case involving the firm’s client, a fiber optic company, effectively upholding the lower courts’ decisions in the client’s favor. The case addressed whether a fiber optic or other telecommunication company was required to obtain permission from, and pay large fees to, a railroad company before installing fiber optic cables under their tracks located at public crossings.

Why it Matters: In a 5-1 decision, with one justice not participating, the Supreme Court left in place the Michigan Court of Appeals’ ruling that the fiber optic company could proceed with installing underground cables beneath railroad tracks at public road crossings after obtaining necessary municipal permits, without requiring additional permission from or fees to the railroad company. Read more.

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Business Education Series: Anatomy of a Data Breach

Data breaches can wreak havoc on your company and almost always lead to litigation. With each new breach, we gain valuable insight into what companies could have done better. Your legal, contractual, and business obligations can sometimes be confusing and in conflict with each other.

Why it Matters: During the April Business Education Series facilitated by Nate Steed and Kelly R. Hollingsworth, this session will examine recent cases and best practices to protect your company from a breach including: lessons learned from recent data breaches; proactive strategies to insulate your business. Learn more.

Related Practice Groups and Professionals

Business & Tax | Robert D. Burgee
Elizabeth Siefker
Cannabis Law | Sean Gallagher
Litigation | Michael Donnelly
Litigation | Laura Faussié

Five Stories That Matter in Michigan This Week – March 14, 2025

Michigan Federal Court Rules that CTA is Unconstitutional

Shortly after the U.S. Department of Treasury announced a suspension of enforcement the Corporate Transparency Act (CTA), the U.S. District Court of the Western District of Michigan ruled in Small Business Association of Michigan, et al v. Yellen, et. al. that the CTA’s reporting requirements violated the Fourth Amendment of the U.S. Constitution.

Why it Matters: While the ruling applies only to plaintiffs who brought the case (such as members of the Small Business Association of Michigan), it may influence other courts’ considering similar constitutional challenges to the CTA throughout the country.

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Michigan Supreme Court Upholds Victory for Firm’s Client

Why it Matters: In a 5-1 decision, with one justice not participating, the Supreme Court left in place the Michigan Court of Appeals’ ruling that the fiber optic company could proceed with installing underground cables beneath railroad tracks at public road crossings after obtaining necessary municipal permits, without requiring additional permission from or fees to the railroad company. Read more.

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Thaddeus E. Morgan Selected as a Member of Michigan Lawyers Weekly “Hall of Fame Class of 2025”

Fraser Trebilcock Shareholder Thaddeus E. Morgan has been selected as a member of Michigan Lawyers Weekly’s “Hall of Fame Class of 2025.” Mr. Morgan is President of Fraser Trebilcock and has over 30 years of litigation experience in both state and federal courts in a wide variety of areas, including, commercial and business disputes, employment and shareholder litigation, construction, health care, real estate, insurance, and intellectual property. He is a former assistant prosecutor and assistant attorney general.

Why it Matters: This special award recognizes esteemed members of the legal profession who have been in practice for at least 30 years. These lawyers truly are legends, making their mark in the courtroom or the boardroom, in their firms and with community organizations, and with local, state and national bar associations. Read more.

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Michigan Treasury to Distribute Nearly $100 Million from Marijuana Tax

The Michigan Treasury Department announced in February its plan to distribute nearly $100 million to 302 local entities and tribes as part of the Michigan Regulation and Taxation of the Marijuana Act.

Why it Matters: 108 cities, 36 villages, 80 townships, 74 counties, and 4 tribes will receive these payments. According to the state, this means for every licensed store and microbusiness in their respective jurisdiction, they will receive over $58,200.

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Keep Your Michigan Cottage in the Family

The family cottage is a place for fun and relaxation in Michigan. For many, the family cottage becomes the meeting place for generations and where lifelong memories are made. As a result, it’s often the intent of the owner to pass the cottage on to future generations to enjoy. Unfortunately, challenges such as high property taxes and family disputes can prevent that from happening. These obstacles can be overcome through careful cottage succession planning.

Why it Matters: If you own a cottage in Michigan, our Cottage Law team can help you think through the issues and take the actions necessary to create a cottage plan. A cottage plan usually addresses the concerns through the creative use of a limited liability company (LLC) or a trust to own the property. Learn more.

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FinCEN Update: CTA Reporting Requirement Back On

UPDATE: Beneficial Owner Information Reports Due by March 21, 2025 (click here for FinCEN Notice)

February 18, 2025, the United States District Court in Texas that had ordered the injunction that had paused enforcement of the Corporate Transparency Act’s (“CTA”) Beneficial Owner Information Reporting (“BOIR”) requirements has granted the government’s request for a stay of that injunction pending appeal.

This means that FinCEN is authorized to enforce the BOIR requirements, yet again. However, in seeking the stay, government lawyers told the court that:

FinCEN intends to announce that it will extend the compliance deadline for thirty days. During that period, FinCEN intends to assess its potential options to prioritize reporting for those entities that pose the most significant national security risks while providing relief to lower-risk entities.

There is also legislation in Congress that would delay the enforcement of the CTA until January 1, 2026. That legislation unanimously passed the US House Of Representatives and is pending consideration in the US Senate.

Therefore, Reporting Companies, whether in existence prior to January 1, 2025, or created after that date, are advised to monitor this situation, and prepare to file their BOIR within the next thirty days.

UPDATE: FinCEN – Supreme Court – CTA Injunction

UPDATE: FinCEN has given notice of its appeal in the Smith case: the lawsuit that led to the current nationwide injunction that makes Beneficial Ownership Information (BOI) reporting voluntary under the Corporate Transparency Act (CTA). If the court grants FinCEN’s appeal and lifts the injunction, BOI reporting would again become mandatory. In that event, the government has informed the court that FinCEN plans to implement a 30-day filing extension and “assess whether it is appropriate to modify the CTA’s reporting requirements to alleviate the burden on low-risk entities.”

Given the U.S. Supreme Court’s prior decision to stay a similar injunction in Texas Top Cop Shop Inc., it would not be surprising if the Fifth Circuit Court of Appeals follows suit and grants the government’s request in this matter. But how FinCEN ultimately defines “low-risk entities” remains to be seen.

Therefore, as we have advised for several months, reporting companies should continue monitoring these proceedings, consult with legal counsel, and be prepared to file a BOIR when and if required.

Corporate Transparency Act Update – U.S. Supreme Court Lifts Nationwide Injunction

UPDATE AS OF JANUARY 24, 2025

In response to the Supreme Court’s Order, FinCEN has provided the following guidance:

On January 23, 2025, the Supreme Court granted the government’s motion to stay a nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland). As a separate nationwide order issued by a different federal judge in Texas (Smith v. U.S. Department of the Treasury) still remains in place, reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s action in Texas Top Cop Shop. Reporting companies also are not subject to liability if they fail to file this information while the Smith order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports. (Emphasis added). https://www.fincen.gov/boi

As a result of this guidance, Reporting Companies are advised to continue monitoring the situation and consult with legal counsel to determine next steps.

The United States Supreme Court today, January 23, 2025, granted the government’s request to lift the nationwide injunction that had been preventing enforcement of the Corporate Transparency Act (“CTA”). This continues a period of ping-ponging uncertainty for businesses and similar entities, the result of which is the restoration of the requirement for many companies (mostly small businesses and related entities) to file reports with the Financial Crimes Enforcement Network (FinCEN) disclosing their beneficial owners.

The injunction, originally issued by a U.S. District Court in Texas on December 5, 2024, had halted the CTA’s reporting requirements that were slated to begin on January 1, 2025. Subsequent conflicting orders from the Fifth Circuit Court of Appeals further complicated the matter and delayed the effective date.

What This Means for Businesses

With the injunction lifted, FinCEN can now enforce the CTA’s reporting requirements. “Reporting companies,” which include most small businesses and similar entities in the United States, must file Beneficial Ownership Information Reports (BOIRs) disclosing information about their beneficial owners.

Key Points for Businesses:

Gather Information: Businesses should immediately gather the necessary information about their beneficial owners to prepare for filing.
Consult with Counsel: Entities formed after January 1, 2025, that have not yet filed a BOIR should immediately consult with legal counsel, as they are subject to a 30-day filing deadline.
Filing Deadlines: FinCEN is expected to announce a new filing deadline for existing entities soon.

The lawyers at Fraser Trebilcock are closely monitoring this situation and will provide updates as they become available. We encourage businesses to contact us with any questions or concerns about complying with the CTA’s reporting requirements.

This alert serves as a general summary and does not constitute legal guidance. Please contact us with any specific questions.

Five Stories That Matter in Michigan This Week – January 3, 2025

FinCEN Petitions Supreme Court to Intervene

Why it Matters: For now, the reporting requirement is once again “voluntary” per FinCEN’s guidance, but business owners and others are advised to pay close attention, as a decision by the Supreme Court could come swiftly. And if the injunction is lifted, any extension of the filing deadline is expected to be relatively short in light of the government’s arguments in the Application for a Stay and given the fact that FinCEN’s prior extension provided less than two additional weeks, moving the deadline from January 1, 2025, to January 13, 2025. Read more.

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Court Blocks DOL’s FLSA Salary Threshold Increases Nationwide

A federal district court in Texas recently struck down the Department of Labor’s planned increases to minimum salary requirements for overtime-exempt employees under the FLSA. The ruling invalidates both the July 2024 increase to $43,888 annually and the planned January 2025 increase to $58,656, reverting the federal threshold back to $35,568 per year for employers nationwide.

Why it Matters: The ruling means the lower $35,568 annual salary threshold for determining overtime exemptions for white-collar workers under federal law is again applicable (at least for the time-being). However, employers should continue to monitor potential appeals or new federal rulemaking on this issue.

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Michigan Cannabis Exceeds $276 Million in November ‘24

Cannabis sales surpassed $276 million in November, via the monthly report from the Michigan Cannabis Regulatory Agency. Michigan adult-use sales came in at $275,478,600.16, while medical sales came in at $884,669.59, totaling $276,363,269.75.

Why it Matters: While the prices of cannabis and cannabis-related products continue to decrease and make consumers happy, growers on the other hand are seeing profits decrease resulting in them seeking ways to halt new licenses to be granted in an effort to steady prices.

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Michigan to Offer New R&D Tax Credit in 2025

Michigan has approved legislation creating a state income tax credit for qualifying research and development expenses conducted within the state. The credit, established through House Bills 5100 and 5101, will be available to both corporations and pass-through entities beginning January 1, 2025, with qualifying expenses defined according to federal tax standards.

Why it Matters: This new tax incentive provides Michigan businesses with an additional financial benefit for conducting in-state research and development activities, potentially making Michigan more competitive in attracting and retaining innovative companies.

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Fraser Trebilcock Announces 2025 Board of Directors

The Shareholders of Fraser Trebilcock, one of Michigan’s long-established full-service law firms, have re-elected Thaddeus E. Morgan as President of the firm. Shareholder Ryan K. Kauffman was re-elected to the Board of Directors, where he will serve as Vice President & Treasurer. Shareholder Jared A. Roberts was elected to the Board of Directors, where he will serve as Secretary.

Why it Matters: When it matters in Michigan, we are the trusted advisor for businesses and individuals requiring planning and consulting services, or facing legal and regulatory challenges, and our capabilities extend to wherever clients require counsel. The annual election of the Board of Directors allows Fraser Trebilcock to continue its tradition of exceptional client service, dedicated community involvement and professional excellence. Read more.

Related Practice Groups and Professionals

Business & Tax | Robert D. Burgee
Labor, Employment & Civil Rights | David Houston
Cannabis Law | Sean Gallagher

FinCEN Petitions Supreme Court to Intervene

After a week and a half of yo-yoing federal court decisions affecting the implementation of the Corporate Transparency Act’s requirement for businesses and other entities to file Beneficial Owner Information Reports, the government has now petitioned the United States Supreme Court to weigh in. The Application for a Stay of the Injunction comes on the heels of a pair of conflicting decisions from two different panels of the Fifth Circuit Court of Appeals; the first which had (temporarily) revived the reporting requirement, and the second that upheld the lower court’s injunction against the implementation of the reporting requirement.

For now, the reporting requirement is once again “voluntary” per FinCEN’s guidance, but business owners and others are advised to pay close attention, as a decision by the Supreme Court could come swiftly. And if the injunction is lifted, any extension of the filing deadline is expected to be relatively short in light of the government’s arguments in the Application for a Stay and given the fact that FinCEN’s prior extension provided less than two additional weeks, moving the deadline from January 1, 2025, to January 13, 2025.

The lawyers at Fraser Trebilcock will continue to keep a close eye on these and other developments.

This alert serves as a general summary and does not constitute legal guidance. Please contact us with any specific questions.

Five Stories That Matter in Michigan This Week – December 13, 2024

USPTO Announces Fee Increases for 2025

The United States Patent and Trademark Office will implement broad fee increases averaging approximately 7.5% across their services, along with introducing several new fees, effective January 19, 2025.

Why it Matters: These fee increases will impact the cost of protecting intellectual property for Michigan businesses. Businesses should be aware of these pending increases and consider whether to adjust the timing of filings as appropriate.

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FinCEN Motion to Stay

Why it Matters: Businesses and other would-be reporting companies are advised to keep a close eye on these proceedings, as the reporting requirements could be revived and enforcement resumed effective January 1, 2025. If that happens, it could be quite a scramble for the 20+ million reporting companies. Accordingly, FinCEN advises that online the reporting system remains open for “voluntarily” filings. Read more.

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Michigan CRA Publishes October ’24 Data: Average Price Decreases

Per data released by the Cannabis Regulatory Agency (CRA), the average retail price for adult-use sale of an ounce of cannabis in October was $73.99, a decrease from $78.68 in September. This is a decrease from October 2023, where the average price was $97.62.

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Fraser Trebilcock Attorney Robert D. Burgee Selected as a  Member of Michigan Lawyers Weekly ‘Michigan’s Go to Lawyers Power List’

Fraser Trebilcock attorney Robert D. Burgee has been selected as a member of Michigan Lawyers Weekly ‘Michigan’s Go to Lawyers Powers List.’ The ‘Go to Lawyers’ program recognized top lawyers around the state in a given practice area for the second year, with Mr. Burgee being recognized as a 2024 ‘Michigan Go to Lawyer’ for Business Transactions.

Why it Matters: Mr. Burgee serves as Co-Chair of the firm’s Business & Tax Department. With over a decade of experience, Bob is a trusted advisor to businesses owners and entrepreneurs across the State of Michigan. Whether it’s a startup finding its feet, or an established company looking to expand, Bob provides expert counsel on all aspects of business law. Read more.

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Business Education Series: Referral Generation: Avoid Peaks & Valleys in Your Sales Funnel

Every business owner prefers a referral to a cold lead. Referrals have a basis of trust and understanding that makes the sales process simpler to execute and winning easier to achieve. Referrals can’t be generated intentionally however, right? On Tuesday, December 17, Ian Richardson, BBA, CSAP, MCSA, Principal Consultant, Fox & Crow Group LLC & Managing Partner, Richardson & Richardson Consulting, LLC, will discuss how this is incorrect.

Why it Matters: Learn how to structure an intentional referral generation pipeline from existing clients while minimizing the risk of client churn. Three takeaways include preparing conversations with clients, retention efforts for clients who are not ready to refer, and review of how to prepare a referral list for clients. Full information and to register.

Related Practice Groups and Professionals

Intellectual Property | Andrew Martin
Business & Tax | Robert D. Burgee
Cannabis Law | Sean Gallagher

FinCEN Motion to Stay

On Wednesday, December 11, 2024, FinCEN filed its first substantive response to the nationwide injunction ordered by a United States District Court in Texas. The response, a “Motion to Stay Preliminary Injunction Pending Appeal” highlights the time and expense incurred by government in implementing the CTA, including the build out of the online reporting system, community outreach events, and an ad buy in excess of $4.3 million. FinCEN further argues that these efforts have resulted in an “exponential increase” in filed reports, noting that nearly 10 million reports have been filed to date, which is 20 million shy of the estimated number of expected reports.

Businesses and other would-be reporting companies are advised to keep a close eye on these proceedings, as the reporting requirements could be revived and enforcement resumed effective January 1, 2025. If that happens, it could be quite a scramble for the 20+ million reporting companies. Accordingly, FinCEN advises that online the reporting system remains open for “voluntarily” filings.

This alert serves as a general summary and does not constitute legal guidance. Please contact us with any specific questions.