Business Formations and Corporate Compliance

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued its interim final rule stating that those entities previously classified as "domestic reporting companies" are now exempt from all BOI reporting requirements. On the other hand, all foreign entities registered to do business in the USA must file their own initial BOI reports within 30 days of the initial final rule's publication, if they have not done so already.

Spring is here, and with baseball season kicking off, we’re stepping up to the plate with our annual Lavelle Law Business After Hours event. We’re excited to partner with our friends in the Schaumburg business community for an evening of networking, good vibes, and a few surprises—all hosted in the friendly confines of our Schaumburg office. Bonus points: Feel free to rock your favorite baseball team’s gear and show off your fandom while you’re at it!

Delaware corporations seeking to redomesticate to another state should be advised that on February 4, 2025, the Delaware Supreme Court issued its highly anticipated decision in Palkon v. Maffei, C.A. No. 2023-0449-JTL, addressing a challenge to TripAdvisor's redomestication from a Delaware corporation to a Nevada corporation. The case raised important questions regarding the standard of review applicable to such reincorporations, particularly when fiduciaries may derive a benefit from shifting to a legal regime perceived as more friendly.

Recent legislative efforts in Illinois are reshaping the state’s approach to residential zoning, with significant implications for the housing market. A new bill, House Bill 1814, introduced last week, aims to eliminate single-family zoning in municipalities across Illinois. If passed, this bill will allow for the development of multi-unit buildings in areas currently zoned exclusively for single-family homes. This initiative, alongside a similar bill introduced last year, has the potential to address the state’s growing housing shortage and make housing more affordable for middle-class families.

On February 27, 2025, FinCEN issued an immediate press release stating it would not impose fines, penalties, or take any other enforcement actions against companies that fail to file or update Beneficial Ownership Information ("BOI") reports pursuant to the Corporate Transparency Act ("CTA") by the current deadlines. FinCEN also announced that it would be revising BOI reporting deadlines through an interim final rule set to be issued no later than March 21, 2025.

The IRS recently published its yearly list of most prevalent tax scams known as its Dirty Dozen. The list is obviously not exhaustive but an attempt to warn taxpayers of trends seen by the IRS. The IRS list of tax scams for 2025 came with a warning for taxpayers, businesses, and tax professionals to watch out for common schemes that threaten their tax and financial information.

Lavelle Law represented a small Illinois business owner who had accumulated a large sales tax balance due to their accountant’s negligence. Unbeknownst to the client Illinois Department of Revenue (“IDOR”) was at the levy issuance phase in its collection. And the IDOR levied the taxpayer’s account right after the taxpayer had deposited funds from a HELOC that was obtained to provide capital to the company for the next 6 plus months.

The Illinois legislature has recently taken a significant step in closing a longstanding loophole in child support. This amendment represents a pivotal change in how courts assess and calculate child support obligations, providing greater protections against those who attempt to evade their financial responsibilities.

This article will serve as another update to the ongoing Corporate Transparency Act developments. As of February 17, 2025, a federal judge in the Eastern District of Texas lifted the injunction it had ordered on January 7, 2025, in Smith v. U.S. Department of the Treasury, 6:24-cv-00336 (E.D. Tex.), allowing the federal government to once again enforce the Corporate Transparency Act and its Beneficial Ownership Information Report requirements.