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The Corporate Transparency Act (CTA) was enacted by Congress on January 1, 2021. This law was part of the National Defense Authorization Act for the fiscal year 2021.[1]  The announced purpose of this law is to address the utilization of “shell companies” in connection with the commission of crimes, terrorist activities and tax fraud. This new federal law may impose reporting requirements on your business entity (or entities). If your business entity falls within the statutory definition of “reporting company” then the law requires that certain personal identifying information be provided to the federal government. The term “reporting company” generally includes corporations, limited liability companies or other similar entities which are either created by the filing of a document with a state’s secretary of state (or a similar office) or formed under the law of a foreign country and registered to do business in the United States by the filing of such a document. Unless your business entity falls within one of the twenty-three (23) excluded categories of businesses, then the law requires that personal identifying information be provided about the “beneficial owner(s)” of each such “reporting company”. Businesses which are excluded are generally those businesses which are already subject to substantial federal or state regulations (such as banks, insurance companies, credit unions, etc.). Also excluded are “large companies” which employ more than 20 employees on a full time basis and have reported more than $5,000,000 in gross receipts or sales for the previous year on their federal income tax returns. If your business is deemed to be a “reporting company”, then the “beneficial ownership information" required to be reported includes the full legal names, birthdates, current residential addresses, unique identifying numbers from an acceptable identification document, and photographs of the “beneficial owners” of the business. A “beneficial owner” is an individual who owns (directly or indirectly) 25% or more of the business or who exercises “substantial control” over such business. Under this law, existing businesses have a grace period through January 1, 2025, to comply with any reporting requirements. However, a corporation, limited liability company or other similar entity which is created or registered during 2024 has only ninety (90) days within which to comply with the reporting requirement. Starting on January 1, 2025, newly created or registered businesses have only thirty (30) days to comply with this law. Please keep these reporting deadlines in mind as you consider the obligations imposed by this new law on your existing business, or on any business which you may form in the future. In addition to the initial report, the law requires that changes in the beneficial ownership be reported as well. This law imposes penalties for failure to comply which include monetary fines ($500 per day up to $10,000 per violation) and incarceration of up to two years.[2] Thus, we recommend that you take time to review and consider the impact of this law on your business given the potential adverse consequences for failure to comply. For general reference and information, the internet can be a good starting point for articles and commentaries about this law. In addition, the Financial Crimes Enforcement Network (FinCEN) under the U.S. Department of Treasury will be administering this law. The FinCEN website is currently up and running, and has information regarding the law and its requirements. The online reporting system (Beneficial Ownership Secure System {BOSS}) is scheduled to go live January 1, 2024. This is the website for your business to file its report with the Department of Treasury starting January 1, 2024. Finally, FinCEN has recently published an alert warning the public of recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under CTA. Therefore, we urge you to be very careful about unsolicited communications which you may receive from unknown third parties titled “IMPORTANT COMPLIANCE NOTICE” (or similar language), which requests that you click on a URL or scan a QR code. These emails or letters may be fraudulent. FinCEN does not send unsolicited requests to businesses. Therefore, do not respond to these fraudulent messages, or click on any links or scan any QR codes within them. Again, the official website of the United State Government, Financial Crimes Enforcement Network, has a link which will give you access to additional information about this law and its application to your business.[3] If you have any questions about or need any assistance in connection with complying with this law, please contact us. @skslawfirm.com [1] 31 U.S.C. §5336 [2] 31 U.S.C. §§5336(h)(1), 5336(h)(3)(A) [3] www.fincen.gov

In the event something happened to you, what would become of your share of ownership in your closely held corporation or limited liability company? What if you become incapacitated, wish to exit the business, or become incapacitated? A well drafted buy/sell agreement can ensure that your surviving spouse or partner, or children’s inheritance is protected as well as allowing the business to continue, without court involvement. Your main consideration when entering into a buy/sell agreement is likely to provide for surviving loved ones, seeing that they are compensated for your interest in the business you’ve worked so hard to build. However, there are potential tax consequences when dealing with buy/sell agreements. At Schmidt Kirby and Sullivan, P.C. we understand the tax code and always work with your CPA or whomever prepares your taxes, and financial advisors, to make certain that your succession plan does not create a tax disadvantage. A change of ownership resulting from a buy/sell agreement may necessitate changes to the businesses operating agreement, additionally. It is essential for management and any other individuals owning interest in a business to discuss business succession with an experienced attorney. Buy/sell agreements can take different forms depending on the situation. If the remaining owners of a business desire to purchase back the deceased partners shares, then a cross-purchase agreement should be utilized. In the event the business desires that the company be mandated to buy back the deceased person’s interest upon his or her death, then a redemption agreement is appropriate. Details are important when contemplating business succession and buy/sell agreements can be drafted to address your company’s uniqueness. Other times, a hybrid of a cross-purchase agreement or redemption agreement is best, which allows the company to repurchase the business interest at the time of death or upon other various triggering events (e.g. disability, dissolution of the company, etc.). Estate planning should be attacked with a holistic approach, and business succession is an intricate part of your overall plan. Contact our firm to set up a consultation with an attorney to discuss business succession and whether you and your business have a need for a buy/sell agreement to ensure your surviving loved ones are properly provided for regarding your business interest. Telephone: (417) 882-2828 Email: dkillion@skslawfirm.com

When it comes to design, the Wix blog has everything you need to create beautiful posts that will grab your reader's attention. Check out our essential design features. Choose from 8 stunning layouts Your Wix Blog comes with 8 beautiful layouts. From your blog's settings, choose the layout that’s right for you. For example, a tiled layout is popular for helping visitors discover more posts that interest them. Or, choose a classic single column layout that lets readers scroll down and see your post topics one by one. Every layout comes with the latest social features built in. Readers can easily share posts on social networks like Facebook and Twitter and view how many people have liked a post, made comments and more. Add media to your posts When creating your posts you can: Upload images or GIFs Embed videos and music Create galleries to showcase a media collection Customize the look of your media by making it widescreen or small and easily align media inside your posts. Hashtag your posts Love to #hashtag? Good news! You can add tags (#vacation #dream #summer) throughout your posts to reach more people. Why hashtag? People can use your hashtags to search through content on your blog and find the content that matters to them. So go ahead and #hashtag away!

We’ve made it quick and convenient for you to manage your blog from anywhere. In this blog post we’ll share the ways you can post to your Wix Blog. Blogging from Your Wix Blog Dashboard On the dashboard, you have everything you need to manage your blog in one place. You can create new posts, set categories and more. To head to your Dashboard, open the Wix Editor and click on Blog > Posts. Blogging from Your Published Site Did you know that you can blog right from your published website? After you publish your site, go to your website’s URL and login with your Wix account. There you can write and edit posts, manage comments, pin posts and more! Just click on the 3 dot icon ( ⠇) to see all the things you can do. #bloggingtips #WixBlog

With Wix Blog, you’re not only sharing your voice with the world, you can also grow an active online community. That’s why the Wix blog comes with a built-in members area - so that readers can easily sign easily up to become members of your blog. What can members do? Members can follow each other, write and reply to comments and receive blog notifications. Each member gets their own personal profile page that they can customize. Tip: You can make any member of your blog a writer so they can write posts for your blog. Adding multiple writers is a great way to grow your content and keep it fresh and diversified. Here’s how to do it: Head to your Member’s Page Search for the member you want to make a writer Click on the member’s profile Click the 3 dot icon ( ⠇) on the Follow button Select Set as Writer

Forming a limited liability company (LLC) or converting your current sole proprietorship or partnership to an LLC can be an attractive option for your business, offering liability protection with less formality than a corporation. Filing Articles of Organization with the Missouri Secretary of State is just the first step in the LLC formation process. An operating agreement is a document that outlines how your LLC will be run and is an important document to the LLC. Missouri statute requires that all Missouri LLCs have an operating agreement. Additionally, a well-crafted operating agreement can benefit your business and help you avoid significant problems down the road. Once signed by all members, the operating agreement is legally binding. An operating agreement may help maintain members’ limited liability. An important benefit of LLCs is that its members have limited liability. Members will not be held liable for the obligations of the LLC. However, that limited liability may be lost if steps are not taken to maintain the business as an entity separate from its members. Creating and following an operating agreement is one important step that can be taken to show the LLC is its own separate entity. This is especially important for LLCs with only one owner (single-member LLCs). An operating agreement allows you to tailor how your business operates. Having an operating agreement in place allows you to customize provisions concerning the management and ownership of your business. For example, how profits and losses are divided among the LLC members, what restrictions are placed on the transfer of ownership interests, and what steps will be followed if the members decide to dissolve the LLC in the future. An operating agreement is needed to do business. Most banks will require a copy of your LLC’s operating agreement before opening a bank account owned by the LLC. If your LLC wishes to buy or sell real property, an operating agreement will be required for title insurance purposes. Other institutions or individuals with which your LLC does business may require a copy as well, to review how the LLC operates and who has the authority to act on its behalf. Our attorneys are experienced in drafting LLC operating agreements and can assist you in customizing your operating agreement to meet your LLC’s needs and meet Missouri statute requirements. We would be happy to discuss your LLC with you. Please call our office at (417) 882-2828 to schedule an appointment.

The Covid-19 pandemic may have you tackling more projects yourself. Do-it-yourself (“DIY”) mishaps in your house painting or dishwasher installation are correctable. The same cannot always be said for DIY estate planning. An online search will bring up a myriad of estate planning forms and sites promising that with a few simple fill-in-the-blank responses you can rest easy knowing that you have completed a Last Will and Testament, Power of Attorney, and other estate planning documents. But just filling in a few blanks with some names and printing out automatically generated forms without consulting an attorney licensed in your state can cause difficulties for you and your loved ones. The DIY estate planning documents you find online do not take into account your individual needs and circumstances. Have you considered all your options? Have you planned for every contingency? Do you even know what all your options and contingencies are? You don’t know what you don’t know. An experienced estate planning attorney knows what questions to ask you to ensure you accomplish your estate planning goals without leaving gaps or incongruities. Perhaps you are considering using DIY estate planning documents because of the perceived cost savings of purchasing generic forms online. But this approach often leads to increased cost when the documents are needed the most – upon your incapacity or death. And your loved ones, who you were trying to protect with your estate plan, are the ones who may end up paying the price in protracted probate or other litigation, unintended unfairness or disinheritance, or a family rift. An estate planning attorney does much more than prepare forms. The attorney can guide you through decisions that need to be made concerning your children, possible incapacity, tax consequences, and other issues you may not have thought about. An estate plan is not static. Life changes happen all the time. A knowledgeable estate planning attorney can work with you to ensure that all of your estate planning documents work together to accomplish your goals, and assist you in updating your estate plan when changes happen. Working with an experienced estate planning attorney and firm, like Schmidt, Kirby & Sullivan, P.C., is the best way to protect your estate and your loved ones. If you would like to talk with an attorney about starting your estate planning process, please call us at (417) 882-2828. #estateplanning #trustattorney #SpringfieldMO

An important part of managing your estate plan (which is the lifetime planning of your assets as well as the disposition of your property at the time of your death), is ensuring that the beneficiary designations on your financial accounts reflect your current wishes. Many bank accounts, brokerage accounts, and retirement accounts allow you to designate who will receive those accounts after your death. It is important that these beneficiary designations are kept up to date and that they are consistent with the rest of your estate plan. There are several reasons to review your beneficiary designations regularly. Life changes (for both you and your loved ones), changes in charities you wish to support, etc. may result in your need to update your beneficiary designations on one or more of your accounts. If you don’t name a beneficiary on your retirement plan documents, the distribution of those benefits may be controlled by state or federal law or according to your particular retirement plan’s rules. You should not assume that your retirement plan will be distributed according to your trust agreement or will. The only way to control where this money goes after your death is to name a beneficiary or beneficiaries. You may want to designate your trust as beneficiary. A trust agreement must be properly drafted to comply with Missouri state laws and to avoid tax consequences. We can help you decide if a trust is right for you, and if your trust should be named as beneficiary of your financial accounts. We can also help you review the beneficiary designations you currently have in place to ensure they fit your current wishes. If you have any questions about making beneficiary designations or about your estate plan, please contact our office at (417) 882-2828.

A revocable trust offers you many potential benefits, two of which are: (1) avoiding the need for probate upon your death; and (2) avoiding the need for a conservatorship in the event you become incapacitated. However, unless your revocable trust is "funded," it will be of little value. Failing to fund a revocable trust is a common mistake. (See our blog post, “3 Common Estate Planning Mistakes (and How to Avoid Them.) To “fund” a trust simply means to transfer your assets into the trust by changing the titles on accounts, property, or by beneficiary designations. When you meet with one of our estate planning attorneys and decide that you want a revocable trust, we will review your assets with you and advise you as to which assets should be transferred to your trust, which assets should name your trust as beneficiary, and which assets should be excluded from the trust. Our attorneys and staff have extensive experience with the specific paperwork necessary for transfers of property, transfers of accounts, beneficiary designations, and other actions needed to fully fund your trust. Assisting you in the funding of your trust is an important part of our estate planning services. Funding a revocable trust during your lifetime does not create complicated tax consequences. The assets in the revocable trust are still reported as your personal assets for tax purposes, and any gains or losses are still recorded using your social security number. We often see trust documents which have been created with care, but they don’t accomplish what the client intended because the client’s assets are still in his or her individual name. If you have a revocable trust but do not take steps to transfer the ownership of your assets into your trust or create a beneficiary designation, then those assets will still be subject to the probate process upon your death. If you would like to speak to one of our attorneys about your estate planning needs, including establishing a revocable trust, please contact us today. If you already have a revocable trust, but are unsure if it is up to date or if it has been fully funded, we would be glad to talk to you about that. Call us: (417) 882-2828 E-mail: trecla@skslawfirm.com #estateplanning #trustattorney #SpringfieldMO

The attorneys and staff at Schmidt, Kirby & Sullivan remain committed to serving our clients and potential clients in Springfield and the surrounding area. Our office remains open at this time for business. However, like many offices, we are taking significant precautions to help prevent the spread of the virus to our clients and others. While we continue to remain accessible and available to assist our clients and potential clients with their legal needs, we encourage scheduled telephone conferences rather than in-person meetings for those who may be immune compromised or do not feel comfortable meeting in our office. For those who prefer to meet in person, we are taking additional steps to sanitize door handles, surfaces, our restrooms, and our lobby. It is our desire to direct clients to conference rooms or offices as soon as possible after their arrival in an effort to avoid having multiple clients in the lobby at one time. We continue to monitor the rapidly changing information and response to the pandemic, and will update you should any changes arise concerning our firm’s handling of this situation. Caring for our clients has always been a priority for us, and that has not changed. We wish you all well!

In our recent blog post on the SECURE Act (https://www.skslawfirm.com/post/the-secure-act) we shared information about how the SECURE Act, signed into law at the end of last year, made wide-ranging changes affecting IRAs, 401(k)s, and other qualified retirement plans and retirement plan beneficiaries. The change generating the most buzz is the death of the “stretch” IRA, which allowed a nonspouse beneficiary of an IRA or 401(k) to draw down the inherited tax-deferred account over his/her lifetime, minimizing the tax hit to the beneficiary. The SECURE Act now requires that beneficiaries draw down the entire account amount within 10 years from the death of the account owner. There are exceptions to this 10-year payout requirement for individuals who qualify as an “eligible designated beneficiary.” An eligible designated beneficiary can take lifetime required minimum distributions from an inherited IRA based on his/her life expectancy (following pre-SECURE Act rules) rather than be forced to draw down the entire amount within 10 years. These eligible designated beneficiaries include: Surviving spouses. The only change to the law concerning surviving spouses is that distributions are now delayed until the deceased spouse would have been age 72, rather than age 70 ½. Minor children of the IRA owner. The 10-year payout does not apply to minor children of the account owner. However, when the minor reaches the age of majority (18 in Missouri), the beneficiary will have to draw down the entire account amount by year 10. This exception applies to children of the account owner only, however, not to grandchildren or other relatives. Disabled beneficiaries. For this exception, the IRS defines a “disabled” individual as someone who: - Is unable to engage in “substantial gainful activity” by reason of any medically determined physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration, and - Furnishes proof of the disability in the manner required by the IRS. Entitlement to Social Security disability benefits may be a litmus test for eligibility. Eligibility is determined at the account owner’s death. Chronically ill beneficiaries. The IRS defines a “chronically ill” individual as someone certified by a licensed health care practitioner as: - Being unable, without substantial assistance, to perform at least 2 activities of daily living (such as eating, toileting, transferring, bathing, dressing and continence) due to a loss of functional capacity for an indefinite period of time (that is reasonably expected to be lengthy in nature), or - Requiring substantial supervision to protect the individual from threats to health and safety due to severe cognitive impairment. Beneficiaries who are less than 10 years younger than the account owner. It is important to review your existing estate plan in light of the passage of the SECURE Act. Call us today (417-882-2828) to speak to one of Schmidt, Kirby & Sullivan, P.C.’s estate planning attorneys concerning your estate plan. #estateplanning #springfieldmoestateplanning

The SECURE Act, or the Setting Every Community Up For Retirement Enhancement Act, was recently passed into law, to the surprise of many, and went into effect as of January 1, 2020. The SECURE Act is a comprehensive bill that could have significant implications as to retirement and savings. Financial experts are still in the process of determining what the long term effects of the SECURE Act may be and how your estate planning strategy should change in light of the Act. Below is a discussion of some of the most impactful provisions of the SECURE Act: Them most highly discussed provision of the SECURE Act is the loss of the stretch IRA option for most non-spouse beneficiaries. While a spouse may still inherit a traditional IRA and “roll it over” to treat it as their own, most non-spouse beneficiaries are required to withdraw all assets of the inherited account by the end of the 10th year from the time of the IRA-holder’s death. Prior to the SECURE Act, a non-spouse beneficiary was able to stretch the distribution over their life expectancy. (If a non-spouse beneficiary has inherited an IRA from an individual who died in 2019 but the beneficiary was not able to elect the stretch option until 2020, that beneficiary will still retain the ability to stretch the distributions over his or her lifetime.) The removal of the stretch option has been a very unpopular change for individuals heavily invested in their IRA who intended to use the IRA as a legacy tool to provide for children, grandchildren, etc. Distributions from an inherited IRA over the life of a non-spouse beneficiary are still allowed if the beneficiary is a minor, disabled, chronically ill, or within 10 years of age of the deceased IRA owner. However, for minors the exception only applies until the child reaches the age of majority, at which time the 10-year rule begins. Another highly discussed provision from the SECURE Act is the increase in age for required minimum distributions (RMDs). Beginning in 2020, the age an individual must begin taking RMDs from a qualified retirement account increased from age 70½ to age 72. To be clear, if you were already required to take RMDs prior to January 1, 2020, then you are still locked into the old rule and must continue to take those RMDs. However, if you had not reached 70½ years of age by January 1, 2020, then you are not required to take any RMDs until you turn 72. While losing the stretch IRA option has been unpopular, the increase in age for RMDs has mostly been a welcomed change. There are many other changes resulting from the SECURE Act that have not generated as much discussion as the two previously discussed, but which still affect retirement planning. For example, the Act repealed the maximum age to make contributions for traditional IRAs. Prior to the SECURE Act, taxpayers over the age of 70½ were ineligible to contribute to their traditional IRA. With the SECURE Act, individuals may now make contributions past age 70½ . Another less talked about change resulting from the SECURE Act is the increased tax credits available to small employers that adopt a new 401(k) or other workplace plan. The new bill increased the maximum credit for start-up plans from $500 to $5,000. One last provision worth mentioning is the expansion of 529 savings plans. Parents who have contributed to section 529 Plans can now use assets from these accounts to cover a wider variety of costs associated with education, qualified apprenticeships, and for up to $10,000 in student loan repayment. How does The SECURE Act impact you? Call to set up a time to review your estate plan and discuss how the SECURE Act may affect your long term goals.