The Bazleh Law Firm, PC

03/31/2025

On March 21, 2025, the Financial Crimes Enforcement Network ("FinCEN") adopted an interim final rule exempting US companies previously subject to the reporting requirements under the Corporate Transparency Act ("CTA") from any obligation to file or update beneficial ownership information ("BOI") reports pursuant to the CTA. The rule continues to require BOI reporting by foreign companies that are “reporting companies” under the CTA. The rule’s exemption of U.S. entities and persons from the BOI reporting requirements under the CTA is consistent with the Treasury Department’s March 2nd announcement that it would propose rulemaking to narrow the scope of the CTA to foreign reporting companies in the interest of supporting small businesses and ensuring that the rule is appropriately tailored to advance the public interest.

11/22/2024

On November 15, 2024, a Texas federal court struck down a U.S. Department of Labor (DOL) rule that raised the minimum salary required to be paid to most employees classified as exempt from overtime and minimum wage requirements under the Fair Labor Standards Act (FLSA).

The court’s decision blocks the minimum compensation increases that were scheduled to go into effect on January 1, 2025, and invalidates the previously required July 1, 2024 increases nationwide.

08/27/2024

The Ban is Banned - Federal District Court Blocks FTC Non-Compete Rule From Taking Effect

03/25/2024

Subject to a few exceptions, I’ve recommended that a majority of my clients who have entities formed prior to January 1, 2024, wait to file their information with FinCEN till the end of 2024 deadline as a lot can happen in a year with the new Corporate Transparency Act. It already looks like a US District Court has found the CTA unconstitutional (see link). We’ll see how the appeals process will go. Please note that if you formed your entity in 2024, you unfortunately only have a 90 day window to file with FinCEN so can’t wait till the end of the year to see if the legal pushback is successful.

The U.S. federal district court for the Northern District of Alabama ruled the Corporate Transparency Act (CTA) unconstitutional, finding it exceeded Congress's authority, prompting a Justice Department appeal.

01/30/2023

For individuals who are forming new entities in Texas, there seems to be an increase in sales ploys by groups like LCPS who will send you formal notices demanding that you pay for items such as labor law posters or certificates of existence once you form your entity. Please check online before you make payments to these groups as most are not legitimate.

12/15/2022

Great 1031 Exchange Information provided by Craig Brown with IPX10 - "When 180 Days are NOT 180 Days":

After closing on a Relinquished (old) Property, taxpayers typically have 45 days to identify new property and 180 days to complete the purchase for a successful 1031 Exchange. However, for exchanges started between October 18, 2022 and December 31, 2022, the timeline to complete the exchange is shortened.

Many do not realize that the Tax Code states the new Replacement Property must be purchased by the earlier of two possible dates:
• 180 days after the date the Relinquished Property is transferred in the exchange, OR
• The due date of the taxpayer’s return for the taxable year in which the Relinquished Property is transferred.

What this means is that a taxpayer who sold real estate and began a 1031 Exchange after October 18, 2022 must close on the new Replacement Property by the due date of their 2022 tax return, which is April 17, 2023.

For example, an investor who sells a 1031 property on December 12, 2022, must identify new Replacement Property by January 26, 2023 (45-day ID rule) and then, most believe, close on Replacement Property by June 10, 2023 (180-day closing rule). However, Section 1031 (a)(3)(B) shortens this exchange period. The investor must close by April 17, 2023 - 53 calendar days before the assumed 180 days date. To get the full 180-day period, the taxpayer must file a tax extension for their entire tax return. If the investor extends their tax filing, they will then have until June 10, 2023, to close on the property – the full 180 days.

Be sure to consult your tax advisor regarding your tax filing requirement dates.

11/15/2022

Notice for owners of Delaware Corporations:

Amendment to DGCL §102(b)(7); Expanding Exculpation Rights to Apply to Corporate Officers

For more than 35 years, Section 102(b)(7) of the General Corporation Law of the State of Delaware (DGCL) has permitted a Delaware corporation to include a provision in its certificate of incorporation that eliminates or limits a director’s personal liability to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, subject to certain exceptions in the law (most Delaware corporations take advantage of this provision). Effective August 1, 2022, Delaware amended the DGCL to permit a Delaware corporation to extend liability exculpation rights to certain officers of a corporation. In 2009, the Delaware Supreme Court held that both officers and directors owe fiduciary duties of care and loyalty to a corporation and its stockholders. However, personal liability for breaches of fiduciary duty differed for officers and directors because of the language of Section 102(b)(7). This amendment addresses the discrepancy in the statute between liability exculpation rights granted to directors and officers. In order to take advantage of this amendment, the certificate of incorporation may need to be amended.

Effective August 1, Delaware amended the DGCL to permit a Delaware corporation to extend liability exculpation rights to certain officers of a corporation.

09/14/2021

Hello All! For those trying to file documents with the Texas Secretary of State, be aware of delays in processing at this time. Unfortunately, the 2 business day processing time to create a new entity is not a current option. Non-expedited documents sent by mail or by fax will take 40+ business days for processing. Expedited documents are being processed within 4-5 business days. Electronic documents submitted through SOSDirect are being processed within 4-5 business days.

06/19/2020

Dallas Businesses - COVID19 Update -

Dallas County Commissioners voted Friday morning to require that businesses ensure that customers wear a face covering while inside or face a fine up to $500.

Part A of the order, the part requiring masks be worn inside businesses, goes into effect at 11:59 pm on Friday, June 19th, and will remain in place through 11:59 pm on August 4th, unless extended, modified or terminated early.

The Dallas County Commissioners Court on Friday voted to approve requiring businesses to tell customers to wear a face mask or face a fine of up to $500.