​By Attorney Kelly Jesson

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has adopted a new residential real estate reporting requirement, effective March 1, 2026, targeting non-financed transfers of residential property. Purchases involving bank financing already fall under anti-money laundering regulations, but if a bank is not involved, there’s very little oversight at all.  The new law is designed to prevent the use of entities and trusts to conceal illicit funds.

The reporting requirement applies when residential real property is transferred to a legal entity, such as an LLC, corporation, or trust and no bank or other institutional financing is involved.  The rule applies regardless of purchase price and captures transfers made without payment.

Luckily, certain transfers are excluded. An individual transferring property into their own revocable or irrevocable grantor trust does not require reporting. Transfers resulting from death (like transfer from a life estate) or inheritance (like transfer from probating a will) also do not trigger reporting.

Unfortunately, transfers from individuals to their own LLCs for asset protection purposes DOES trigger the rule.  So what might this mean for you?  FinCEN requires the disclosure of the names, dates of birth, addresses, citizenship, and taxpayer identification numbers of the transferee and the “beneficial owners” behind an entity. To be a beneficial owner, an individual must directly or indirectly exercise “substantial control” over the entity or own or control at least 25 percent of the entity’s ownership interests. This definition is the same as the definition of a beneficial owner in FinCEN’s Beneficial Ownership Information Reporting (BOIR) Rule that was repealed last year.

Reports must be filed through FinCEN’s Bank Secrecy Act e-filing system by the later of the last day of the month following the transfer or 30 calendar days after the transfer. It only applies to transfers occurring after March 1, 2026, so there’s no retroactivity, unlike the prior BOIR rule that was repealed.

Like the old BOIR rule, FinCEN assigns responsibility to the “reporting person;” generally the professional most directly responsible for the closing or recording of the deed. This means that we will be asking our clients engaging in such transactions to certify their information.  Costs for closings and recordings is likely to go up.

Don’t overlook this rule or try to do it yourself: the penalty for failing to file the required report could be as high as $1,394 for each violation, and an additional civil money penalty of up to $108,489 for a pattern of negligent activity.  Willful violations of the final rule could result in a term of imprisonment of not more than five years or a criminal fine of not more than $250,000, or both.

Please contact Jesson & Rains for more information!  We will continue to draft deeds for our clients for asset protection purposes and comply with the federal regulations.

​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 Jeremy Billings

Spring is almost here! The days are starting to get warmer, your fear of Charlotte traffic in the snow is fading, the birds are chirping, the flowers are blooming, and … OH NO! - you forgot to file your Annual Report! Many business owners forget that they must file a report with the North Carolina Secretary of State every year to keep their business in active and good standing with the state.

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.

As a part of this plan, Jesson & Rains will also assist in filing the necessary documents in response to the Corporate Transparency Act (“CTA”), which requires companies to disclose beneficial owner information to the U.S. Department of Treasury’s financial crimes agency “FinCEN”. As of today’s publication, the CTA is still valid law and the FinCen reports are required.

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.

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 Associate Attorney Heather McKaig

Holding companies are having a resurgence in popularity recently.  Interest, as represented by Google searches, has steadily grown and experienced a marked increase in the past eighteen months.  A holding company is a parent company, usually a corporation or LLC, that owns or controls other companies.  Some holding companies are created just to own property, such as real estate, intellectual property, or stocks.

Unfortunately, holding companies and their structure can be misused by those attempting to conceal information about the nature of their businesses in multiple tiers of management or by the holding company itself exerting overreaching control and making unreasonable demands of its subsidiaries.

Most business owners who express interest in holding companies cite liability protection and loss protection as their primary purposes for having one. However, like other corporate entities, the liability protections of holding companies can be disregarded by courts in favor of creditors if the companies are not formed, owned and managed correctly.

Holding companies are not the only means to protect assets from creditors. Both corporations and LLCs provide protection of an individual’s assets from business creditors. And having properly organized, separate LLCs or corporations keeps creditors of one business from reaching the assets of another business.

Holding companies are subject to the same formation, reporting, and maintenance requirements and fee schedules as other companies.  Each subsidiary within the holding company must also keep up with its own corporate governance in addition to its day-to-day management.  Adding the holding company framework creates more work for the business owner in filing and compliance, not only upon formation, but also with regular reporting each year.  More tiers of reporting and compliance brings unnecessary expense and added risk of a missed deadline or annual report. Therefore, the holding company framework is sometimes more trouble than it is worth.

If you are interested in having a discussion about what business structure is right for you, please give Jesson & Rains a call!