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Accounting

Which states have publication requirements for business entities?

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When your business clients form a limited liability company or corporation — or they make certain changes to their entity — they may be required to publish a notice in a local or legal newspaper. Some states have publication requirements to inform the public about new business entities and changes to existing entities. It’s critical that business owners comply with their state’s rules, or they could face fines and other penalties. 

In this article, I’ll discuss the states that require public notices and provide some details about when, where, and for how long the notices must appear. The exact information states require companies to include in their published notices vary. It’s important that your clients check with their state or talk with an attorney to ensure they disclose all of the required information.

Arizona publication requirements

In most Arizona counties, LLCs and corporations must publish a public notice of their formation. The Arizona Corporation Commission automatically publishes a notice in the Public Notice section of its website for entities in Maricopa and Pima counties with more than 800,000 persons. Entities in other counties must publish their own notice in a newspaper. If your clients are in a county other than Maricopa and Pima, you can direct them to ACC’s list of newspapers for each county.

Although optional, business owners may file the Affidavit of Publication (verification of publication) issued by the newspaper with the ACC. If they opt not to file the Affidavit of Publication with the ACC, the entity should retain it with its other business records.

Arizona LLC publication rules

A new LLC must publish a notice in a general circulation newspaper if it has a registered agent street address in any Arizona county other than Maricopa or Pima counties. The notice must be published within 60 days after the Arizona Corporation Commission confirms the LLC’s Articles of Organization were approved, and it must appear in three consecutive publications. 

Arizona corporation publication rules

A new corporation must publish a copy of its Articles of Incorporation in a general circulation newspaper if its known place of business is in any Arizona county other than Maricopa or Pima counties. It’s required to do so within 60 days after the corporation’s Articles of Incorporation are approved by the ACC.

Georgia publication requirements

Georgia requires that corporations formed in the state and all companies registering for a trade name publish a notice. Business owners should keep a copy of the publisher’s affidavit as proof of publication.

Georgia corporation publication rules

All corporations in Georgia must publish a notice of intent to incorporate in a newspaper in the county where the entity’s initial registered office will be located. The newspaper chosen must be a general circulation newspaper with at least 60% paid subscriptions or the official legal organ of the county. The Georgia Department of Community Affairs provides a list of county legal organs.

The notice of intent to incorporate and a $40.00 publication fee must be delivered to the newspaper no later than the business day after the corporation files its Articles of Incorporation with the Georgia Secretary of State office. The notice must be published within 10 days after the newspaper receives it, and it must appear in the publication once per week for two consecutive weeks.  

The Secretary of State requests corporations to use the format below when submitting their notice:

NOTICE OF INCORPORATION

Dear Publisher:

Please publish once a week for two consecutive weeks a notice in the following form:

Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code (or Georgia Nonprofit Corporation Code). The initial registered office of the corporation is located at (Address of Registered Office) and its initial registered agent at such address is (Name of Registered Agent).

Enclosed is (check, draft or money order) in the amount of $40.00 in payment of the cost of publishing this notice.

Sincerely,

(Authorized signature)

Georgia trade name publication rules

Georgia companies that will use a trade name (a.k.a. DBA or fictitious name) must publish a copy of their trade name registration in the local newspaper. The notice must appear at least once each week for two consecutive weeks. 

Nebraska publication requirements

New LLCs and corporations in Nebraska must publish a notice of their formation. Nebraska also requires notices of amendments to entities’ formation documents, mergers, entity conversions (i.e., changing entity type), domestication changes, and voluntary dissolutions. The state also requires businesses that file a trade name to publish a notice. Entities must file proof of notice of publication with the Secretary of State office. 

Nebraska LLC publication rules

An LLC’s notice must be published in a legal newspaper of general circulation near the company’s designated office for three successive weeks. If no legal newspaper exists in the business’s county, the LLC may publish its notice in the county of its registered agent.  

If an existing LLC makes a change (e.g., an amendment to its certificate of organization, a merger, conversion or domestication), it must publish a notice summarizing the change for three successive weeks in a legal newspaper of general circulation near its principal office.

In the case of a dissolution, the LLC must publish a notice in a legal newspaper of general circulation for three consecutive weeks. Other rules also apply when dissolving an LLC.

Nebraska corporation publication rules

A domestic corporation in Nebraska must publish notice of its incorporation, amendment, merger, share exchange or dissolution for three successive weeks in a legal newspaper of general circulation in the county of its principal office (or in a legal newspaper of general circulation where its registered office is located if no publication exists in its principal office county).

Nebraska trade name publication rules

If a business files to use a DBA in Nebraska, it must publish a copy of its trade name registration in a general circulation newspaper in the city or village where the business is located. If no newspaper exists in the company’s municipality, the notice may be published in a general circulation newspaper in the county instead. Proof of publication must be filed with the Nebraska Secretary of State within 45 days from the trade name’s registration date. Failure to do so will result in the cancellation of the trade name application.

New York publication requirements

In New York State, new domestic LLCs and foreign LLCs must publish a notice of their formation (domestic LLC) or authority to conduct business (foreign LLC). After publication, companies must submit a Certificate of Publication and affidavits from the newspapers to the New York Department of State.

New York LLC publication rules

A domestic LLC must publish a public notice within 120 days after its initial Articles of Organization become effective. A foreign LLC must publish a public notice within 120 days after filing the application for authority. 

The state requires the notice to be published in two newspapers (one daily newspaper and one weekly newspaper) designated by the county clerk where the LLC is located once per week for six consecutive weeks.  

Failure to publish a notice could result in suspension of an LLC’s authorization to conduct business in New York.

Pennsylvania publication requirements

New corporations and all businesses using a DBA in Pennsylvania must fulfill the state’s “advertising requirements.”

Pennsylvania corporation publication rules

New corporations in Pennsylvania must publish notices in two general circulation newspapers — one being the legal journal of record (if possible) — in the county where the corporation’s initial registered office is located.  Your clients can find a list of valid newspapers by county on the Commonwealth of PA website. The notices may be filed before or after the corporation files its formation documents with the state. 

While Pennsylvania does not specify specific deadlines for publishing notices nor consequences for failing to fulfill the corporation publication requirements, noncompliance could be risky. For example, a court might determine that the entity pierced the corporate veil, thereby losing its capacity to sue in the state and compromising its shareholders’ and board members’ personal liability protection against the corporation’s debts.

The PA secretary of state office does not require proof of publication, but it’s recommended that the business keep affidavits of publication from the newspapers and retain them with other corporate records.

Pennsylvania fictitious name publication rules

If a business (any entity type) will do business under a fictitious name and it has listed an individual in Box 4 of the Registration of Fictitious Name form [DSCB:54-311]), it must publish an advertisement to notify the public of the DBA.

The advertisement must appear in two newspapers of general circulation (one a legal newspaper, if possible) in the county where the business is located. The notice may appear before or after the business files its fictitious name application with the state. Business owners should keep proof of publication in their company’s records.

States requiring only DBA public notices 

Several states without publication requirements for LLC and corporation formations  require companies to publish DBA notices in a newspaper or legal publication:

  • California – A registrant must publish a notice 30 days after filing a fictitious business name statement in an approved local general circulation newspaper near the company’s principal place of business. The public notice must appear once each week for four consecutive weeks. Within 30 days of the final published date, the registrant must file an affidavit of publication with the city or county office.
  • Florida – In Florida, a business must advertise its fictitious name at least once in a newspaper in the county of its principal place of business. The state does not require proof of advertisement.
  • Illinois – A notice of an assumed name filing must appear in a general circulation newspaper in the county of filing once weekly for three consecutive weeks. The first publication should occur within 15 days after the business files its assumed name certificate with the county clerk. Proof of publication must be submitted to the county clerk within 50 days of the assumed name certificate filing date.
  • Minnesota –  An individual or entity must publish its Certificate of Assumed Name for two consecutive issues in a qualified legal newspaper where the principal place of business resides. The company should keep the affidavit of publication in its records in case it needs proof that it published the required notice.

Where your clients can find additional information

Secretary of state offices and other agencies that oversee business affairs in your clients’ states usually provide information about publication requirements on their websites. If your clients have questions or don’t find what they need there, they can get the details they need by calling or emailing those resources or reaching out to their attorney for guidance.

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Accounting

If accounting is transforming, continuing professional education should as well

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The year-end CPE cram. It’s as cyclical as the busy season and as predictable as a client giving you the supporting documents you requested one day before the deadline while asking, “Do you think you can get this done in time?”

With all of these circumstances, we know the event is coming. We’ve been here before. We’re ready for it. Yet, like the Same-As-Last-Year accountants we are, we rarely change any behavior, simply chalking it up to “it is what it is.” 

But what if it didn’t have to be that way?

If you haven’t picked up on the transformation that the accounting industry is undergoing, you probably haven’t been reading any articles here, or anywhere on the internet for that matter, which have been published regarding all of the shifts finally catching up to the profession.

Look, let’s call a spade a spade. We understand our personalities. We aren’t going to be the folks who dive head first into a pond with murky water. It’s this risk averse nature that makes us the ultimate professional skeptics, with maximum reliability to the public and stakeholders, focused on attention to detail, and ideal most trusted financial advisors. 

However, it’s this same risk averse nature that stereotypes us as a boring, backward-looking, and late to the game profession. We were quick to tell clients that they should be moving to the cloud, but how long did it take most of our large firms to make that move?

This piece isn’t to bash our hesitancy to move forward with innovation; in fact, I would argue that our steady and cautious nature is a superpower of sorts, as we don’t just follow the untested trends that every other industry jumps on and hopes for the best. All that being said, it feels like we are making great positive strides to change in necessary ways that can catch us up to speed, so we aren’t lagging as far behind other professions in advancement.

We’ve got the 150-credit hours rule going through an evolution due to necessary adaptation, to make earning the CPA license more feasible and practical (let’s be real: work experience is where you learn the job, not in a classroom). Accounting software companies seem to be trending among the venture capitalists, as money pours into building technology solutions that address the various needs accounting departments face, and have faced for years without a non-burnout-inducing option. Even the business structure of public accounting firms is shifting, as private equity money floods these traditional partnerships. Even the CPA exam, with CPA Evolution, has transformed to address the vastly different economy and career routes that exist for accounting professionals.

So don’t you think it’s only natural that the continuing professional education, which is supposed to be how we develop our professionals, evolves and adapts too?

If you never try, you’ll never know

Yes, that’s lyrics from Coldplay’s “Fix You,” but it also leans into this proposition.

What if instead of being a tedious, burdensome, annual maintenance chore, continuing professional education was, like a college degree or technical credential, something that enabled you to advance in your career?

The thing is, it already can be. That just isn’t how we as a profession have been using it, and now we’re in this unique predicament: Is most CPE content not good because nobody cares enough to make investing in it worthwhile, or does nobody care about CPE because nobody has invested in making the content good enough to consume?

Don’t get me wrong — there is a lot of CPE content out in the market that provides immense value, whether it’s live webinars, self-study courses or in-person conferences. The issue is we haven’t embraced the shift to experiential learning in the way that only the top educators have.

The content needs to be more relevant, more directly applicable and offer a better experience. But most importantly, we need to tell a better story. The technical topics are not something that should be overshadowed in pursuit of more fun topics, but the way these courses are marketed and how they are delivered needs to improve.

There are plenty of ways to do this, but if organizations don’t try to consciously work on making better content, most professionals will rarely feel compelled to really prioritize their professional learning and development.

Some more ambitiously innovative aspirations

Anybody who knows me is aware that I have no shortage of innovative ideas. Back when I was working at Grant Thornton on the Northeast regions innovation council, our regional managing partner had the small elite task force read “The Innovators DNA” — I took that book to heart.

So while these may not be practical in the short term, these are some aspirations I have for the potential future of CPE.

  • Learning tracks that issue a certificate or credential of some sort upon completion and passing of an exam, which isn’t just something you click through irrelevant polling questions in order to get credit for.
  • Continuous learning, where it isn’t a year-end cram, but something you can do at a manageable pace. This is also a more conducive learning experience anyway.
  • Applied learning experiences, or something where you are performing in real world situations that allow learning to not be a lecture, but an experience.
  • The MasterClass of CPE. People all over the world are fascinated by the teachings on a variety of topics, from exciting to dull, that MasterClass provides. Let’s not forget that professional education is anything that can help us in our career development and make us better industry professionals, meaning this isn’t isolated to just “accounting” topics. Realistically, a lot of the master classes could be made CPE eligible if issued by an accredited entity.

NASBA is working on so many accounting pipeline crisis matters, but let’s not forget about the existing base of industry professionals, who I would argue can make for the strongest ambassadors of the accounting profession’s brand.

Where are we at now?

The discussion is just getting going. CPE platforms like Earmark, which is providing a variety of CPE in more listener friendly formats, and FloQademy, which is experimenting with never-used-before content types for free, are convenient options for knocking out the requirements. Naturally, these came out of CPAs who were frustrated with how things were done.

There is no doubt that elements from other industries, platforms and educational institutions will start to make their way into the world of CPE. As a CPA, I am personally excited for the opportunity to use my required learning time to truly enhance my depth of knowledge.

While CPE is definitely not on the top of the list for “things the accounting profession needs to address ASAP,” I would argue that the conversation starts now, or at least should, if we want to see it progress in a timely manner. Think about it — we talked about burnout for decades before it really started being taken seriously. Cloud accounting took nearly a score of years to be fully adopted. Remote work was always chatted about, but took a global crisis to really take the leap of faith.

I don’t expect CPE to change overnight, but thinking about it in the context of the future of the accounting pipeline, and how we provide a sense of “knowledge security” from the ever-daunting A.I. conversation is never too soon to start being discussed.

Can a CPE course get CPAs as hyped up as a MasterClass? I’ll be anxiously waiting to find out!

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Accounting

FASB releases 2025 GAAP taxonomies

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The Financial Accounting Standards Board has posted the 2025 GAAP Financial Reporting Taxonomy (GRT), the 2025 SEC Reporting Taxonomy (SRT), and the 2025 GAAP Employee Benefit Plan Taxonomy (EBPT). 

The FASB also announced earlier this month the availability of the 2025 DQC Rules Taxonomy (DQCRT) and 2025 GAAP Meta Model Relationships Taxonomy (MMT), which together with the GRT, SRT and the EBPT are collectively referred to as the “FASB Taxonomies.”

The 2025 GRT provides updates for accounting standards, including disaggregation of income statement expenses, profits interest and similar awards, and induced conversions of convertible debt instruments, and other recommended improvements. 

The 2025 EBPT includes updates from the 2024 EBPT for elements specifically created for SEC Release Nos. 33–11070; 34–95025 which includes requirements for XBRL tagging of annual reports for employee stock purchase, savings and similar plans filing SEC Form 11-K.

The 2025 SRT offers improvements for elements whose underlying recognition and measurement are not specified by GAAP but are commonly used by GAAP filers and for SEC schedules related to supplemental information provided by insurance underwriters.

The DQCRT is structured from the typical design of XBRL taxonomies because it is narrowly focused on conveying the XBRL US Data Quality Committee’s validation rules, predominantly for regulator use. It isn’t intended to be used in SEC filers’ extension taxonomies. The DQCRT contains a subset of the DQC rules. The FASB Taxonomy staff evaluates the validation rules for inclusion in the DQCRT that have been available for use for more than a year, with consideration for how the DQC addressed any feedback received on a validation rule.

The 2025 MMT includes relationships focusing on accounting model information, which are viewed as helpful information for constituents. The objectives of the relationships in the MMT are to help preparers identify the proper elements for tagging their filings, assist data users in the consumption of data with additional relationship information, and assist in writing business rules that leverage the extra relationship information to help with the proper element selection and identification.

The 2025 GRT, 2025 SRT and 2025 EBPT are expected to be accepted as final by the SEC in early 2025. The FASB Taxonomies are available on the FASB Taxonomies Page and through these links:

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Accounting

Appeals court reinstates injunction on CTA beneficial ownership information reporting

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A federal appeals court has reversed itself, reinstating an injunction on beneficial ownership information reporting by businesses only days after lifting it.

On Monday, a panel of the U.S. Court of Appeals for the Fifth Circuit granted a stay of a preliminary injunction by a federal district court in Texas that had temporarily paused a requirement for filing BOI reports with FinCEN under the Corporate Transparency Act of 2019 in the case of Texas Top Cop Shop Inc. v. Garland. The plaintiffs petitioned the full appeals court for an en banc rehearing to consider additional issues in the case. They argued that the panel’s decision conflicted with a 2012 Supreme Court decision in the case of National Federation of Independent Businesses v. Sebelius, ignored potential violations of the First and Fourth Amendments, and improperly discounted serious harms that the plaintiffs and the public would suffer. They also argued that the decision to reinstate the Jan. 1 reporting deadline, which was only a few days away, disregarded the interests of millions of entities subject to the CTA. The law aims to deter criminals from using shell companies for illicit purposes such as money laundering and terrorism financing.

The appeals court issued an order Thursday reinstating the injunction, and noted the original order had expedited the appeal to the next available oral argument panel, which has yet to be scheduled. 

“The merits panel now has the appeal, which remains expedited, and a briefing schedule will issue forthwith,” said the court. “However, in order to preserve the constitutional status quo while the merits panel considers the parties’ weighty substantive arguments, that part of the motions-panel order granting the Government’s motion to stay the district court’s preliminary injunction enjoining enforcement of the CTA and the Reporting Rule is VACATED.”

Earlier this week, after the appeals court panel initially lifted the injunction, the Treasury Department announced an extension of time for businesses to file to meet the beneficial ownership information reporting deadline. Reporting companies that were created or registered prior to Jan. 1, 2024, were given until Jan. 13, 2025, to file their initial beneficial ownership information reports with the Treasury Department’s Financial Crimes Enforcement Network, as opposed to the Jan. 1, 2025, deadline. The American Institute of CPAs and state CPA societies have been asking FinCEN to delay the BOI reporting requirements. Now the full appeals court appears to have delayed the reporting requirement indefinitely.

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