End-of-year checklist for law firms

The flurry of activity at year’s end can leave little time to complete the many to-dos at your law firm. Set yourself up for success by helping your clients complete critical compliance transactions. This easy-to-use checklist is a good place to start for end-of-year compliance, deal closing, and due diligence needs.

Mergers and acquisitions

Once a merger is agreed to, there are actions that may need to be performed before the filing of merger documents, including reserving a name, reinstating an entity, forming an acquisition subsidiary, obtaining supporting documents, and more.

Related article: The 10 key phases of a merger and acquisition deal

Corporate spin off

Following the closure of a spin off transaction, it is prudent to audit the survivor and non-survivor entities of the parent company, and ensure that all required spin off notices, filings, and other documents were completed. Similar research should also be conducted to ensure that business licenses, both internationally and in each U.S. state, are updated and that any initial or updated beneficial ownership information reports have been filed.

Related article: Corporate spin offs: Four essential compliance steps

Corporate Transparency Act

This year, millions of small businesses will have to file a Beneficial Ownership Information report with the Financial Crimes Enforcement Network. Companies that were in existence before this year have to file their initial report by January 1, 2025. Companies created this year have 90 days after notice of creation to file. Help your clients who have not filed yet by providing them with information about who has to file, when and how to file, and what has to be reported. Law firms can also be subject to or impacted by this new reporting requirement.

Related resource: Corporate Transparency Act resources

Global activity

Compliance responsibilities extend to business activities around the world. Keep in mind that compliance requirements vary between countries, even down to the local level.

Related resource: Global Transactional Services 

Adding or changing locations

When entering new states, opening new locations, or expanding a product or service line, one or more of the following may need to be done:

• Reserve a name
• o Form a new business entity
• Foreign qualify
• Assumed name/DBA filings
• Obtain good standing
• Update business licenses
• File initial or updated beneficial ownership information report

Related article: Infographic: Mapping the business events that trigger compliance obligations 

Amendments

Don’t forget that some changes to a corporation or LLC require the formation document (e.g., Articles of Incorporation for a corporation or Articles of Organization for an LLC) to be amended. For example, if a corporation or LLC underwent a name change, you will have to file articles of amendment for the change to be legally effective. Or if your Articles of Organization say that the LLC is to be member-managed and you want to switch to manager-management you have to file an amendment. And if the corporation or LLC is qualified in foreign states, an amendment to the certificate of authority might be required as well. Make sure all required amendments were filed and that the state’s records are up to date. And if not, be sure to get those amendments filed. (A change of name would also require the filing of an updated BOI report if the company is a reporting company).

Related articles: Corporation handbook, LLC handbook

Closing or selling

Steps must be taken to properly dissolve a business in the state of formation and withdraw from all states where it has registered. Doing so before year-end will eliminate the need to file a partial-year tax.

Related article: The rising risk of business identity theft: Why formal entity dissolution and withdrawal is a critically important safeguard