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

MERGERS & ACQUISITIONS

The legal and tax structure of a business acquisition or sale exerts a major and lasting influence on the businesses involved and their owners. While legal and tax matters rarely constitute the exclusive motivation for acquisitions or divestiture, such considerations are often crucial in determining the ultimate economic benefit to be derived by the parties to the transaction. When businesses change hands, the taxable and tax free methods utilized to effect the transfer are many and varied. These include mergers, stock for stock and stock for assets reorganizations, sale of stock, sale of assets, spin offs, split ups and combinations thereof.

Legal and tax matters are often crucial in determining the ultimate economic benefit to be derived by the parties to the transaction.

Equally as important as the legal and tax aspects of the acquisition or divestiture are methods used to finance the transaction. Cash, stock, bonds, debentures, convertible securities and various types of property are among the financing possibilities which require consideration.
The transfer and financing methods ultimately recommended by the firm are those which maximize the economic value of the transaction while minimizing, postponing or avoiding tax and other liabilities of the business entities involved and their shareholders, partners or owners.

For more information concerning our merger & acquisition services, please contact us at 717-215-9703 or use the form on our Contact 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.