​By Attorney Edward Jesson

After completing the numerous steps to form a business, business owners frequently forget (despite the friendly reminders from the Secretary of State’s Office) that they have to file annual reports with the North Carolina Secretary of State to keep their business active.

The Annual Report is used to keep the business records up to date with the Secretary of State. Most businesses formalized with the Secretary of State’s Office need to file an Annual Report, such as Business Corporations, Limited Liability Companies (LLC), Limited Liability Partnerships (LLP), and Limited Liability Limited Partnerships (LLLP). Non-Profits, Limited Partnerships, Professional Corporations (PCs), and Professional Limited Liability Companies (PLLC’s) do not have to file an Annual Report. There is also a filing fee due with the Annual Report. For LLC’s and partnerships, the fee is $200, and for corporations, the fee is $25.

The due date for your business’s annual report depends upon the type of business, but generally April 15th is the deadline for most businesses. For corporations and partnerships, the annual report is due to the Secretary of State’s Office the 15th day of the fourth month following the entity’s fiscal year’s end. For example, if your fiscal year ends on December 31, your annual report for that year is due on April 15th.

Jesson & Rains offers a yearly plan for businesses that includes filing the annual report, among other things. This plan helps to ensure your privacy (if your business is ever sued, the lawsuit will be delivered to our office’s address); you will be less likely to fall victim to a scam (we will sort through and destroy junk mail); you will be more organized and have less paper (we will scan and forward your mail immediately to your attention after sorting); and we will ensure that corporate records and Secretary of State records are kept up to date.

We also offer an upgraded yearly plan that includes unlimited telephone access to attorneys throughout the year.

The consequence for not filing an Annual Report and/or paying the fee is that the Secretary of State can administratively dissolve your business. This means that you can lose the liability protection you enjoy by being a business, and a creditor may be able to come after your personal assets. You may also have to pay higher fees to reinstate your business once it has been dissolved by the Secretary of State’s Office.

If you have questions about filing your Annual Report or want to learn more about the annual plan services offered by our firm, you can click HERE, or feel free to reach out to Jesson & Rains directly!

​By Attorney Kelly Jesson

As you know, we’ve been back and forth numerous times on whether or not business owners in the United States have to file a Beneficial Owner Information Report (BOIR) with FinCen as part of the Corporate Transparency Act (CTA).

The Treasury Department finally killed it on Sunday.  On March 2, 2025, the U.S. Department of the Treasury announced that it will be issuing a new rule making the BOIR reporting requirements apply to foreign companies only.  The Treasury Department also announced that it will not enforce any penalties or fines for failing to file the BOIR pending the implementation of the new rule.

We’re pretty confident this signals the death of the BOIR rule.  If you have any questions about this, please contact Jesson & Rains for more information. 

By Attorney Kelly Jesson

We are writing to clarify the status of the Corporate Transparency Act since there was a lot of activity over the holidays!  On December 23, 2024, the Fifth Circuit Court of Appeals granted FinCEN’s emergency motion for a stay of the Texas federal court’s order enjoining the Corporate Transparency Act.  Immediately, FinCEN came out with a press release outlining the due dates for Beneficial Owner Report filings.  Social media and inboxes were filled with warnings and panic.

However, after an emergency rehearing en banc on December 26 (these lawyers and judges took no holiday leave apparently!), the Fifth Circuit again entered an order allowing for the injunction to continue while the case is litigated.

What does this mean for you?  Until there is an official ruling on the constitutionality of the Corporate Transparency Act, no Beneficial Owner Reports are required to be filed.

By Attorney Kelly Jesson

In what seems to be the theme of the year, we have yet another new regulation for 2024 overturned by a federal court.  A new overtime law went into place on July 1, 2024, which dramatically increased the number of employees who may no longer be exempt from overtime.  We wrote about here in detail. Employers were faced with either paying overtime if those workers were working more than 40 hours per week or increasing their salaries so they no longer qualified for overtime.  The law also called for future changes, most notably another minimum salary increase to meet the exemption in January of 2025.  The threshold increases were very large and likely would have burdened some employers, while obviously benefiting employees who may be working long hours with low pay but not receiving overtime.

On November 15, 2024, a Texas federal court struck down the new law, saying that the Department of Labor (“DOL”) did not have the authority to replace the “duties” test of whether an employee is exempt from overtime with a “minimum salary” test.   The court's order applies nationwide, effective immediately.

This is the second time in recent years that the DOL has attempted to broaden the numbers of workers who are eligible for overtime.  The DOL has said that it will appeal the court’s decision, but for now, it’s business as usual for your business!  If you have any questions about this law or anything else related to your business, please give Jesson & Rains a call!