I am happy to report that the Kentucky Law Journal Online last Friday released my article Kentucky Business Organizations “Created” by a Filing with the Secretary of State.
As set forth in the Corporate Transparency Act, whether or not a company organized in the U.S. and for purposes of this article in Kentucky is subject to the CTA’s beneficial ownership reporting requirements is dependent upon whether that company (business corporation, nonprofit, corporation, limited liability, company, partnership, etc.) was “created” by a filing with the Kentucky Secretary of State. This article reviews the entire spectrum of Kentucky’s business organization statutes, including rarely employed forms such as the statutory trust, the limited cooperative association, and the unincorporated nonprofit association, both as to how exist currently and as they have existed over time, to assess whether there was a “creation” by a Secretary of State filing.
While the full implications thereof are a discussion for another day, the recently promulgated interim final rule exempts all domestic entities from the CTA‘s reporting obligations. Still the CTA statute has not been revised, and the statutory mandate, along with the statutory penalties for noncompliance, have not been amended or repealed. For at least that reason the analysis in this piece remains pertinent.
No comments:
Post a Comment