Perspectives

It’s official-U.S. businesses are off the hook when it comes to the Corporate Transparency Act (CTA). In a major development, the Financial Crimes Enforcement Network (FinCEN) has announced an interim final rule that eliminates the requirement for U.S. companies to file a Beneficial Ownership Information (BOI) report. Instead, only entities formed under foreign laws must comply.

What Happened?

The CTA, which took effect in 2024, originally mandated that most U.S. businesses disclose ownership details to FinCEN as part of an effort to combat illicit financial activities. However, ongoing legal challenges questioning the constitutionality of the CTA led FinCEN to reconsider its stance. Rather than engaging in prolonged litigation, FinCEN has effectively withdrawn the requirement for U.S. businesses, leaving only foreign-formed entities subject to compliance.

What This Means for Employers and Business Owners

If you were preparing to submit a BOI report, you can take that off your to-do list. However, this doesn’t mean compliance requirements in other areas are going away. Employers and businesses should stay vigilant aout other regulatory obligations, such as tax filings, employment laws, and industry-specific reporting requirements. 

What’s Next? 

While this ruling brings relief to many businesses, regulatory landscapes can shift quickly. FinCEN may revisit aspects in the future or introduce alternative reporting measures. WFJ will continue monitoring any updates to keep business owners informed. 

For now, U.S. companies can breathe easier knowing they are not required to comply with the CTA. If you have any questions about corporate compliance, WFJ’s legal team is here to help. Stay informed, stay compliant and focus on what you do best-running your business. 

In today’s complex business environment, having access to comprehensive legal and consulting services is essential for success. Wagner, Falconer and Judd offers a suite of Business and Legal Consulting Services designed to support organizations in navigating challenges and achieving their goals.

Overview of Services

WFJ provides a wide range of services tailored to meet the diverse needs of businesses:

Compliance: Offering attorney advice, consultation, research, document review, and assistance with safety issues related to OSHA and DOT, ensuring businesses remain compliant with state and federal laws.

Business Support: Providing attorney consultations and advice, document reviews, sample forms and agreements, guidance on corporate formations, governance strategies, and advice on vendor and lease agreements.

Human Resources: Delivering expert answers to HR-related questions via our securte portal, attorney advice and consultation, sample forms, policies, agreements, wage and hour compliance, hiring and firing, and benefits consultation.

Collections: Assiting with attorney consultation, providing Mechanic’s Lien and Payment Bond resources and filing assistance, facilitating escalation to attorneys for enforcement, and offering document reviews and sample agreements.

Who Would Benefit from These Services

WFJ’s services are ideal for:

Small to Mid-Sized Businesses: Companies seeking affordable and accessible support to manage and service their growing workforce can benefit from WFJ’s comprehensive suite of services.

Organizations lacking In-House Legal Departments: Businesses without dedicated legal teams can rely on WFJ for outsourced legal services, ensuring proactive legal support tailored to their unique needs.

Companies Needing Specialized Expertise: Organizations requiring assistance with compliance, HR, collections, or business support can access WFJ’s specialized knowledge to navigate complex issues effectively.

Secure Portal Ticketing System

A standout feature of WFJ’s services is their secure portal and ticketing system, which offers:

Easy Access: Clients have hotline access to HR professionals and legal support, ensuring timely assistance.

Efficient Issue Tracking: The ticketing system within our portal allows clients to track and monitor issues from a single, user-friendly location, streamlining communication and resolution processes.

By partnering with WFJ, businesses can focus on their core operations, confident that their legal and consultation needs are in expert hands. WFJ’s commitment to personalized services and support empowers organizations to navigate challenges and sieze opportunities with assurance.

For credit managers, mitigating risk is a top priority. Late payments, customer defaults, and financial instability can create serious cash flow issues and increase the risk of non-payment. One of the most effective tools available to credit professionals is the performance bond – a crucial form of protection that ensures obligations are met and payments secured.

Understanding Performance Bonds

A performance bond is a type of surety bond issued by an insurance company or bank to guarantee that a party will fulfill their contractual obligations. If they fail to do so, the surety company steps in, either to ensure completion or to compensate the affected party for losses incurred.

Performance bonds play a key role in various industries. They are commonly used in manufacturing, serving contracts, supply agreements, and large-scale transactions to provide financial security and guarantee performance.

Why Credit Managers Should Pay Attention to Performance Bonds

1. Mitigating Payment Risk-Businesses experiencing financial difficulties may struggle to pay suppliers or service providers. A performance bond provides security that obligations will be met, reducing the likelihood of unpaid invoices.
2. Ensuring Contract Completion-If a bonded company defaults, the surety ensures that an alternative solution is in place, protecting all parties involved.
3. Enhancing Credit Decisions-When evaluating credit applications, knowledge of performance bonds can help gauge financial security and business viability.
4. Supporting Collections Efforts– If a contract is breached and payments go unpaid, knowing how to leverage a performance bond claim can help recover funds.

How Performance Bonds Work in the Payment Process

Credit managers should be familiar with the three key parties involved in a performance bond:

• Obligee (Project Owner or Contracting Party)-The entity requiring the bond, often a company or government agency.
• Principal (Contracted Party)- The business obligated to fulfill the contract.
• Surety (Bonding Company)- The entity guaranteeing performance andstepping in if the principal defaults.

A performance bond is often issued alongside a payment bond, which ensures supplilers and service providers are paid even if the contracting party fails to meet financial obligations. These two bonds together provide a comprehensive layer of financial protection in contractual agreements.

Identifying Red Flags in Troubled Business Relationship

Credit managers should watch for early warning signs of financial distress to act proactively. These include:

• late or irregular payments from clients or customers
• increased disputes over contractual obligations
• companies struggling to obtain new credit lines
• delays in product or service delivery
• business restructuring, leadership changes, or talk of acquisition

Steps to Protect Your Business

Verify Bond Coverage-Before extending credit, ensure the contracting party has an active performance bond in place.

Understand Claim Deadlines-Each bond has specific notice and filing deadlines. Missing these could result in lost recovery opportunities.

Track Payment Timelines- If payments become inconsistent, invesitgate whether a bond claim may be necessary.

Work with Legal Counsel-A knowledgeable legal team can help navigate the complexities of bond claims and ensure compliance with filing requirements.

Performance bonds serve as a critical safety net across industries, offering credit managers an additional layer of protection against non-payment and contract failure. Understanding how they work and how to leverage them effectively can make all the differenece in managing risk and securing payment.

If you have concerns about payment security or need assistance with bond rights and enforcement, our team at Wagner, Falconer & Judd is here to help. Contact us to ensure your business is fully protected.

As you are aware, the Corporate Transparency Act (CTA) has been the subject of ongoing legal challenges and regulatory developments. Recent announcements from the Financial Crimes Enforcement Network (FinCEN) and the Treasury Department have further impacted the enforcement and reporting obligations under the CTA. Given these updates, we want to provide clarity on what this means.

Key Developments

• On February 27, 2025, FinCEN announced it will not be enforcing the beneficial ownership information (BOI) reporting obligations under the CTA until a forthcoming interim final rule takes effect.
• On March 2, 2025, the Treasury Department further confirmed that FinCEN will not impose penalties or fines for failing to file BOI reports, both under the existing deadlines and once the new rule is in place.
• The anticipated rule changes will likely narrow the CTA’s scope, requiring only foreign reporting companies to submit BOI reports, thereby exempting most U.S. businesses.
• These announcements follow a court decision in Smith, et al. v. U.S. Department of the Treasury, which initially reinstated CTA reporting obligations but was subsequently addressed by FinCEN’s decision to delay enforcement.
• FinCEN has committed to issuing an interim BOI Reporting Rule by March 21, 2025, and will open a public comment period for potential revisions.

What This Means for Compliance

For now, compliance with the CTA’s BOI reporting requirements is voluntary, and businesses can decide whether to submit their reports by the current deadline or wait for further regulatory clarity. However, businesses should still consider:

• Preparing the necessary BOI information in case reporting becomes mandatory under the final rule.
• Monitoring further regulatory updates, as the scope of required compliance could shift again.

Next Steps

While waiting for further guidance, businesses should take this opportunity to ensure their internal records and policies are current:

• Review corporate records – Confirm that corporate formation documents, ownership records, and governance materials are up to date.
• Assess contracts and agreements – Ensure business agreements are aligned with the most recent regulatory requirements.
• Update compliance policies – Verify internal compliance procedures remain effective and adaptable to potential changes.
• Organize beneficial ownership records – Maintain accurate ownership details to streamline future compliance efforts.

WFJ will continue monitoring developments and will provide updates as more details emerge. If you or your clients have any questions about CTA compliance, or if you would like assistance in preparing for potential obligations, please reach out.

Wagner, Falconer & Judd remains committed to ensuring that you and your clients are informed and prepared to navigate these evolving regulatory requirements.

Just when you thought you could put the Corporate Transparency Act (CTA) on the back burner, it’s back—and it’s enforceable once again. A federal court in Texas recently lifted the nationwide preliminary injunction that had put the CTA on hold, meaning businesses must now prepare to meet their reporting obligations.

New Reporting Deadline: March 21, 2025 The Financial Crimes Enforcement Network (FinCEN), the federal agency responsible for enforcing the CTA, has announced a new deadline for companies to file their beneficial ownership information (BOI) reports:

• Most businesses that existed before January 1, 2024, or had an original reporting deadline on or before March 21, 2025, must now file their BOI report by March 21, 2025.
• Newer businesses—those created on or after January 1, 2024—must still file their BOI report by their original deadline.

FinCEN has hinted at the possibility of extending this deadline further, but for now, businesses should operate under the assumption that March 21, 2025, is the date to meet.

Who Needs to File? The CTA requires most businesses to file a BOI report unless they qualify for an exemption—of which there are 23. In general, corporations, LLCs, and other entities formed by filing paperwork with a state agency are subject to this requirement. It’s estimated that more than 30 million businesses will need to comply.

If your company existed before January 1, 2024, your BOI report must disclose key company details, including:

• Names of all owners
• A photocopy of each owner’s driver’s license or passport

Failure to comply comes with steep penalties—$500 per day for ongoing violations, plus potential criminal charges, including up to two years in prison and fines of up to $10,000.

What’s Next for Your Business? While there’s still some uncertainty surrounding the CTA and its future litigation, businesses should prepare to comply now to avoid severe penalties. Unless an exemption applies, companies should begin gathering the necessary information to file their BOI report by March 21, 2025.

WFJ will continue to monitor legal developments and any potential deadline extensions from FinCEN. In the meantime, if you need guidance on whether your business is subject to CTA reporting requirements or how to prepare, our legal team is here to help.

Need assistance? Contact WFJ today to ensure your business stays compliant and protected.

In today’s economic climate, layoffs have become a reality for many businesses. Whether driven by economic downturns, restructuring, or shifts in market demand, layoffs can be challenging and emotionally taxing for all involved. However, beyond the human impact, there are significant legal considerations that HR professionals and business leaders must navigate to avoid costly litigation and ensure compliance with employment laws.

Understanding the Legal Framework

Before initiating layoffs, it’s crucial to understand the legal framework governing terminations. Several federal and state laws dictate how layoffs should be conducted:

The Worker Adjustment and Retraining Notification (WARN) Act: This federal law requires employers with 100 or more employees to provide 60 days’ notice before a mass layoff or plant closure. The notice must be given to affected employees, unions (if applicable), and local government agencies. Failure to comply with the WARN Act can result in penalties, including back pay and benefits for the affected employeees.

Anti-Discrimination Laws: Employers must ensure that their layoff decisions do not discriminate against any employees based on race, color, religion, sex, national origin, age, disability, or genetic information, as protected under federal laws like Title VII of the Civil Rights Act, the Age Discrimination in Employment Act (ADEA), and the Americans with Disabilities Act (ADA). Even unintentional biases can lead to claims of disparate impact discrimination.

State Laws and Local Ordinances: Many state have their own WARN Acts with different thresholds and notice requirements. Additionally, local jurisdictions may have specific regulations, particularily in cities with strong employee protections. HR professionals should ensure compliance with all applicable state and local laws.

Creating a Layoff Plan

Once the legal framework is understood, the next step is to craft a comprehensive layoff plan. A well-thought-out plan should include:

Objective Criteria for Selection: To minimize the risk of discrimination claims, employers should establish clear, objective criteria for determining which employees will be laid off. Common criteria include seniority, job performance, and relevant skill level. Documenting these criteria and the decision-making process is critical for defending against potential legal challenges.

Communication Strategy: Transparent and empathetic communication is vital during layoffs. Employers should prepare a communication plan that includes how and when employees will be informed, what information will be provided, and how questions will be addressed. It’s also essential to communicate the business rationale for the layoffs to help manage employee morale and public perception.

Severance and Outplacement Services: While not legally required in most cases, offering severance packages and outplacement services can help mitigate the impact on laid-off employees and reduce the likelihood of litigation. Severance agreements should include a release of claims, but be mindful, such releases must comply with the Older Workers Benefit Protection Act (OWBPA) when involving employees aged 40 or older.

Conducting the Layoff

When the layoff day arrives, it’s important to handle the process with care and professionalism. Whenver possible, inform employees of their layoff status in a private one-on-one meeting. This approach demonstrates respect from the employer and allows for a more compassionate conversation. HR professionals should be present to provide support and address any immediate concerns or questions.

Post-Layoff Considerations

After the layoffs are completed, there are additional considerations to keep in mind:

Continuing Obligations: Employers must continue to comply with any ongoing obligations, such as providing final paychecks, complying with COBRA regulations for health insurance continuation, and adhering to any other state-specific requirements.

Morale and Retention of Remaining Employees: Layoffs can have a significant impact on the remaining workforce. Employers should be proactive in addressing employee concerns, providing support, and reinforcing the company’s future vision to retain key talent and maintain productivity.

Conclusion

Layoffs are a complex and sensitive issue that requires careful planning and considerations of legal obligations. By understanding the legal landscape, developing a thoughtful layoff plan, and communicating transparently with employees. HR professionals and business leaders can navigate the challenging process while minimizing legal risks and maintaing the trust and respect of their workforce.

Remember, when in doubt, consult with an experienced employment attorney to ensure that your layoff process is compliant and that you are taking all necessary steps to protect your business. 

Louisiana has enacted significant amendments to its bond claim statutes, impacting both private and public projects. These changes, which took affect on August, 1, 2024, for private bond claims and June 19, 2024, for public bond claims, introduce new obligations for sureties while also allowing them to assert additional defenses in certain circumstances.

Key Changes in the Law

One of the most notable updates is the introduction of “pay-if-paid” and “pay-when-paid” defenses for sureties, provided these provisions exist in the general contractor’s contract. However, material suppliers are specificaly exempt from these defenses, ensuring stronger payment protections for their claims.

How Material Suppliers Can Secure Payment

Under the amended statuses, sureties are now required to make payment to a material supplier if the following conditions are met:

1. Delivery Compliance: The materials supplied must conform to the specifications outlined in the order.
2. None of Nonpayment: If 45 days pass without payment after material delivery, the supplier may send a Notice of Nonpayment to the general contractor, surety, owner.
3. Final Payment Notice: If 90 days elaps from the date of delivery without receiving payment, the supplier can issue a “payment notice” to the surety.
4. Mandatory Payment Decline: Upon receipt of the “payment notice”, the surety must pay the material supplier within 10 days. While the statute is unclear, it appears the deadline for payment is based on the date the “payment notice” is mailed rather than when it is received.

Proper Notice Delivery is Critical 

To ensure compliance with the new requirements, all required notices should be sent via registered or certified mail, return receipt requested. This helps establish a clear record of compliance with statutory deadlines and protects the material supplier’s rights.

While the law does not provide a detailed definition of a “payment notice”, it is reasonable to assume that this notice should include:

• Acopy of the outstanding invoice(s)
• A copy of the previously sent Notice of Nonpayment

What this Means for Material Suppliers

These amendments provide a structured process for material suppliers to secure payment more effectively, reducing the risks associated with delayed or withheld funds. By following the outlined notice procedures, material suppliers can ensure their claims are properly documented and enforceable under the new legal framework.

For businesses supplying materials on bonded projects in Louisiana, understanding and adhering to these new requirements is essential to securing timely payments and avoiding potential disputes. Staying informed and proactive in sending notices can make all the difference in ensuring financial stability and compliance with the updated bond laws.

Partner with WFJ for Legal Guidance and Protection

Navigating legal changes can be complex, but you don’t have to do it alone WFJ is here to help businesses stay compliant, protect their projects, and secure payments efficiently. Our legal team is well versed in construction law and bond claims, ensuring your rights are safeguarded under the latest legal updates. Contact WFJ today to learn how we can support your business and keep your projects moving forward without unnecessary financial risks.