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Corporate counsel to new, emerging and established enterprises in North Carolina and Nationwide

Practice Areas

Business Organization & Operations

Our Firm’s Business Organization & Operations practice involves the legal and tax analysis of the prospective business including, most particularly, the venture’s capital requirements and the ability of likely investors to utilize “pass through” deductions generated by the enterprise. Depending on the results of our analysis, we may recommend that the new business be organized as a sole proprietorship, sub-chapter “C” or “S” corporation, general or limited partnership or limited liability company (LLC). For more information concerning our business organization and operation services, please our visit our Business Organization & Operations page.

Mergers & Acquisitions

Our firm’s Mergers & Acquisitions practice comprises business purchases, sales, divisions and a variety of other combinations and divestitures. Deal structures have included taxable sales as well as “A”, “B” and “C” tax-free reorganizations. These latter have involved mergers, stock-for-stock tender offers and stock-for-assets transactions. For more information concerning our mergers & acquisitions services, please visit our Mergers & Acquisitions page.

Executive & Deferred Compensation

Our firm’s Executive & Deferred Compensation practice consists of formulating executive and employee benefit plans that maximize economic benefits while reducing, postponing or eliminating associated income taxes. The tools utilized to achieve these goals may include tax-free plans such as group term insurance or health benefit plans, tax deferred plans such as tax qualified deferred compensation plans (profit sharing plans, 401(k) plans, pension plans, employee stock ownership plans, stock option plans, restricted stock unit plans etc.), as well as non-qualified deferred compensation plans such as executive “top hat” plans. For more information concerning our executive & deferred compensation services, please visit our Executive & Deferred Compensation page.

Debt & Equity Financing

Our firm’s Debt & Equity Financing practice extends to public and private offerings, PIPEs (private investment in public equity), venture capital, joint ventures and a variety of additional debt and equity financing techniques. Our SEC practice supports the foregoing financing endeavors with, as needed, regulation D filings, ’33 Act registration statements, ’34 Act current and periodic reports, proxy solicitation materials and related documents and filings. For more information concerning our debt & equity financing services, please visit our Debt & Equity Financing page.

Hedger & Hedger, 115 Country Club Drive, Hertford, NC 27944
717-215-9703

THE CORPORATE TRANSPARENCY ACT IS HERE!

In 2021 Congress enacted the Corporate Transparency Act (CTA) which became effective on January 1, 2024. The CTA is intended to protect national security by combatting the use of “shell” companies to commit money laundering, tax evasion, fraud, corruption, terrorism and other illegal activities.

To this end, the CTA requires that most small businesses formed by filing organizational documents with government agencies (“reporting companies”) file Beneficial Ownership Information Reports (BOIRs) with the Financial Crimes Enforcement Network (FinCEN).

Reporting companies may include business corporations, professional corporations (PCs), limited liability companies (LLCs), limited partnerships (LPs), limited liability partnerships (LLPs) and other entities formed pursuant to filings with a secretary of state or similar office. Sole proprietorships and general partnerships are among the entities exempt from compliance with the CTA.

Reporting companies formed prior to 2024 have until January 1, 2025 to file their BOIR with FinCEN. Reporting companies formed in 2024 have 90 days from their date of formation to file their BOIR. Reporting companies formed after 2024 will have 30 days from their date of formation to file their BOIR.

Noncompliance with the CTA can result in civil penalties of up to $500 per day and criminal penalties of $10,000 and/or 2 years in jail.

A company can learn on this site, without charge, whether it is a “reporting company” and subject to the filing requirements of the CTA. Simply answer the few questions below and the company’s “reporting company” status will appear.