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What is the Corporate Transparency Act?

The Corporate Transparency Act (the “CTA”) was enacted by Congress on January 1, 2021 (31 USC 5301, et seq.). The stated purpose of the law is to address “the disclosure of corporate ownership and the prevention of money laundering and the financing of terrorism.” WHAT? So how does this relate to my Association? The CTA requires small corporations, limited liability companies, and companies created by filing a document with the State (“Reporting Company”) to disclose information about their beneficial owners. Beneficial owners are “any individual who, directly or indirectly:”

  1. Exercises substantial control over a corporation or limited liability company, or
  2. Own 25% or more of the interest in a corporation or limited liability company. 

Continue Reading Corporate Transparency Act – Does Your Association Want to Give the U.S. Government $10,000

Virtual Meetings

Most condominiums and homeowner associations (HOAs) are nonstock corporations under Wisconsin Chapter 181.  As such their members can make decisions one of three ways:

  1. Holding a meeting;
  2. Action by written consent (181.0704 Wis. Stat.). This may be used unless “limited or otherwise provided in the articles of incorporation or bylaws…”  For an association to act by written consent, the action must be “approved by members holding at least 80 percent of the voting power, or a different percentage, not less than 50 percent, specified in the articles of incorporation or bylaws.”  The written consents must be signed and dated after the date of the last meeting of the members and kept with the minutes
  3. Action by written ballot (181.0708 Wis. Stat.) This may be used “if permitted by the articles of incorporation or bylaws, any action that may be taken at an annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter, the ballot sets for the proposed action and provides an opportunity to vote for or against the proposed action.”  “Approval by written ballot … valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.”

Continue Reading Condo and HOA Virtual/ZOOM Meetings in Wisconsin – How Legal Are They?