Many clients who are married may assume all their assets would go to their spouse if they passed away.

There is some truth to this. To the extent that a spouse is a joint surviving owner or a beneficiary of an asset, that asset will go to the spouse, regardless of whether there is a will or not.

The first question is whether there is a legally valid will.  If the will does not meet the minimum requirements for a valid will, then the probate court will consider the person to have died intestate, which means without a will. A will that is unsigned, or not properly witnessed, is of no use. When a person dies without a will, all of the assets that are in his or her own name must be administered as part of that person’s estate, which is called probate.

Each state has a statute that specifies who will inherit the assets, and each state is slightly different. In Maryland if there is no spouse, but the decedent had living children, the children will inherit the estate. If there are no living children, but there is a surviving spouse, that spouse will inherit everything. If there is a surviving spouse and surviving children, then the amount inherited will also depend on 1) whether any children are minors and 2) whether the children are also the children of the surviving spouse. In addition, a registered domestic partner will be treated as a spouse.

As you can see, it is important to work with an experienced attorney to ensure that you have proper estate planning documents so that you can be sure your assets go to the people or charities that are important to you. Contact us today to discuss your legacy.

We wish to provide you with the latest information available about the Corporate Transparency Act (“CTA”); specifically changes related to the beneficial ownership information (“BOI”) report filing requirements for reporting companies.

On Friday, March 21, 2025 (previously the extended filing deadline for most reporting companies), the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (“FinCEN”), the bureau charged with coordinating and enforcing the CTA, issued a press release advising that, consistent with the U.S. Department of the Treasury’s March 2, 2025 statement, FinCEN has issued an interim final rule that provides that U.S. companies and U.S. persons no longer have to report BOI to FinCEN under the CTA.  The interim final rule changes the definition of “reporting company” in the enacted CTA to mean only those entities that are formed under the law of a foreign country and that have registered to do business in a U.S. state or tribal jurisdiction by the filing of a document with a secretary of state or similar office.  This means that the vast majority of McMillan Metro Faerber, P.C. clients are no longer required to report BOI as previously required under the CTA.

If you would like to read FinCEN’s press release, you can view that here.

If you would like to read FinCEN’s interim final rule, you can view that here.

In light of these changes, it would appear that most pending legislation and outstanding litigation will have little, if any, impact on McMillan Metro Faerber, P.C. clients.  As always, however, please do not hesitate to reach out if you have questions about the CTA or any other legal matters.

Sincerely,

McMillan Metro Faerber, P.C.

Corporate & Business Law Practice Group

Dear Clients,

We wish to update you on the latest developments concerning the Corporate Transparency Act (“CTA”), specifically related to the beneficial ownership information (“BOI”) reporting requirements. Here are the key updates as of March 2025:

1. Implementation of the Corporate Transparency Act (CTA) to Resume

Last month the Federal District Court for the Eastern District of Texas put on hold its nationwide injunction that had been in place in the matter of Smith v. U.S. Department of the Treasury. This injunction was the only remaining obstacle to the government’s implementation of the CTA’s BOI reporting requirements. This action by the Court in Texas means that CTA filing requirements are again in effect.

The Financial Crimes Enforcement Network of the U.S. Department of the Treasury (“FinCEN”), the bureau charged with coordinating and enforcing the CTA has advised that, “[f]or the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025.  However, in a further update late last month, followed by a press release from the U.S. Department of the Treasury (“Treasury”) earlier this month, it was announced that FinCEN will not issue fines or penalties or take enforcement actions based on a reporting company’s failure to file or update BOI reports until a forthcoming interim final rule becomes effective. The announcement from Treasury added that Treasury would not enforce any fines or penalties against U.S. citizens or domestic reporting companies or their beneficial owners, even after the forthcoming rule changes take effect.

In light of these changes:

• Reporting companies that were formed prior to January 1, 2024 that have not filed an initial BOI report will have until March 21, 2025 to comply with the CTA’s filing requirements.
• The announcements from Treasury and FinCEN state that the BOI filing requirement will be further amended – and possibly eliminated with respect to domestic reporting companies and their beneficial owners, but the rulemaking implementing this change has not been published.
• We are updating our prior options/recommendations for clients as follows: Corporations, limited liability companies, and other entities that qualify as reporting companies (this is the vast majority of companies) and who have not yet filed a BOI report (or who need to update a previously filed BOI report) should prepare and plan to file their initial (or updated) BOI reports on or before March 21, 2025, the deadline currently published by FinCEN, understanding that both Treasury and FinCEN have proposed to issue a new rule extending the BOI reporting deadlines (and possibly limiting the number of companies and individuals who would be required to file such reports).
  • Note: Updates to previously filed BOI reports typically are required when information previously reported to FinCEN changes or there is a change in the company’s beneficial owners or information about existing beneficial owners or the reporting company.

2. House of Representatives Passes Protect Small Business from Excessive Paperwork Act

Last month the U.S. House of Representatives passed the Protect Small Business from Excessive Paperwork Act. The Act proposes to extend one of the deadlines for BOI reporting to January 1, 2026, effectively providing businesses formed before January 1, 2024 additional time to comply with reporting requirements. The Act aims to reduce the regulatory burden on small businesses by delaying the reporting obligations and streamlining compliance processes. This proposed legislation is now under consideration in the Senate Committee on Banking, Housing, and Urban Affairs.

3. Reintroduced Legislation to Repeal the CTA

Other lawmakers have reintroduced legislation (H.R. 425, the Repealing Big Brother Overreach Act) seeking to fully repeal the Corporate Transparency Act. This new bill challenges the CTA’s implementation by raising concerns over privacy and the administrative burdens it places on businesses. The reintroduced legislation has not advanced since introduction in January, but will be closely watched, as it could significantly alter the landscape of future BOI reporting requirements.

As before, we will continue to monitor the situation and provide updates as new developments arise.

As always, please do not hesitate to reach out if you have questions about the CTA or any other legal matters or if you would like to discuss your preferred course of action.

Sincerely,

McMillan Metro Faerber, P.C.

Corporate & Business Law Practice Group

By the time he joined our firm, Mr. Orens had over 35 years of private practice experience in Land Use, Zoning, and Municipal Law, or as he often put it “administrative litigation”.  Mr. Orens was a zealous and thorough advocate for builders, developers and individual property owners navigating the development approval and permitting processes as well as dealing with code enforcement problems, throughout the Montgomery County and the Capital region.

Mr. Orens always understood that client service and straightforward communications are what matters most to clients and demonstrated that through his ability to form long-lasting professional relationships with his clients, colleagues, adversaries, as well as elected officials and government regulators.  Above all else, he was a model of integrity in the legal field.

Mr. Orens grew up on Long Island, NY. He graduated from Hofstra University and The Washington College of Law of The American University, where he later became an adjunct professor of law. After graduating from law school, he clerked for the Honorable William B. Bowie of the Circuit Court for Prince George’s County. Mr. Orens then became an Assistant County Attorney for Montgomery County, advising and representing the County, the County Council, and the County Executive, before being appointed as a Zoning Hearing Examiner for Montgomery County.

After years in public service, Mr. Orens entered the private practice. He appeared regularly before elected officials, planning and zoning authorities, other regulatory agencies and represented clients before the Maryland trial and appellate courts.  One quick search revealed that Mr. Orens appears to have briefed or argued approximately 30 cases that resulted in published opinions issued by the Maryland appellate courts.

Mr. Orens is survived by his wife Maxine; his son David and his wife Tamara (Fisher) and grandson Noah; and son Mark and daughter-in-law Laura (Tervo) and grandchildren Kyle and Hannah.  Mr. Orens will be missed by his family, friends and colleagues.

We will miss the guidance and presence that he provided to us, and the leadership and mentorship that he bestowed on younger attorneys in the Firm.

If you would like to send condolences to his family, please contact Peter E. Ciferri (PCiferri@mcmillanmetro.com), who can assist you in making the connection.

We are writing to provide an important update regarding the Corporate Transparency Act (the “CTA”) and its associated compliance requirements.

As a reminder, the CTA established a requirement for most business entities (referred to as “reporting companies”) that were in existence prior to January 1, 2024 to submit Beneficial Ownership Information Reports (“BOIR”), with a compliance deadline of January 1, 2025.

In our early updates we advised that the CTA has faced numerous legal challenges, including one case pending in the United States District Court for the Eastern District of Texas titled Texas Top Cop Shop, Inc., et al. v. Merrick Garland, Attorney General of the United States, et al. (the “Lawsuit”).

As of December 3, 2024, the Court in the Lawsuit issued an injunction that, for the time being, forbids the government’s enforcement of the CTA and its Reporting Rule, thereby putting on hold the compliance deadline (“Injunction”). According to the Court, pending further court action, reporting companies are not required to comply with the CTA’s January 1, 2025, filing deadline for BOIRs.

Please note the following key points:

• This matter is not yet resolved. The Lawsuit still is pending and, even if the plaintiffs were to win the Lawsuit, effectively making the Injunction permanent, the government retains procedural remedies (i.e., appeals) and may seek to overturn or modify the Injunction and/or final decision in the Lawsuit.
• The timing of the Injunction (i.e., so close in time to the January 1, 2025 filing deadline) is somewhat unfortunate because we do not know what will happen in the Lawsuit.
• If the Injunction is overturned, we do not know whether the original January 1, 2025 deadline will remain in place.
• We will continue to monitor the situation and will provide further updates if the status of the Injunction changes.

For clients with BOIR filings pending with us, we ask that you advise us on how you would like to proceed at this time. You may:

1. Proceed with your BOIR filing: If you wish to move forward with your BOIR filing notwithstanding the Injunction, there is nothing that precludes you from doing so and we remain available to assist with your BOIR filing. This option also makes it irrelevant whether any further action is taken in the Lawsuit before the end of the year.
2. Prepare your BOIR for filing, but hold: If you wish, we can continue to work with you to prepare your BOIR for filing, but then can hold off on the actual filing until we know more about any challenge to the Injunction and your resulting filing obligation. If you again become obligated to file your BOIR, BOIR filings that are ready for filing will receive priority attention.
3. Hold further work on your BOIR filing: If you prefer to wait until the courts take further action with respect to the Injunction, we can pause further work on your BOIR filing process until we have additional guidance from the courts. Understand, however, that if the Injunction is overturned close to year-end and your BOIR filing is not ready for filing, we may not be available to complete each client’s filing prior to January 1, 2025. BOIR filings that are ready for filing will receive priority attention.

Please contact us at your earliest convenience with your preference or if you have any questions regarding this matter.

Thank you for your attention to this important update.

FinCEN allowed a one-year period for existing companies to report, but that period will end soon. For companies that were in existence on December 31, 2023, the reporting deadline is January 1, 2025.

Reporting generally is mandatory for any company whose formation requires filing documents with a state agency, as well as foreign companies that have registered to do business in the U.S. If your company is not covered by one of the CTA’s reporting exemptions, reporting should be completed before the applicable deadline.

For companies that were formed between January 1, 2024, and December 31, 2024, the reporting deadline is 90 days after the company’s formation. For companies formed on or after January 1, 2025, the reporting deadline is 30 days after the company’s formation. 

In addition to the initial report filing deadlines, there is a 30-day deadline for reporting changes to information previously reported information and for correcting errors in reports previously filed.

For additional information about the CTA, summaries describing the information required to be reported, and available exemptions from the reporting requirement, please click here. 

With the January 1, 2025 deadline rapidly approaching, reporting companies that were in existence in 2023 should determine whether they are exempt. If not exempt, they should gather all the information needed to file CTA-compliant reports well in advance of the deadline. Failure to comply is punishable by a civil penalty of up to $500 per day of violation, fines up to $10,000, and imprisonment for up to two years, or both, for a criminal violation.

If you have questions about compliance with the CTA filing mandates, McMillan Metro Faerber, P.C. can help. Contact us with any questions about preparing for compliance with this new law.

The 2024 legislative session was another busy one for the Maryland legislature, with over 1,000 bills signed into law. The Maryland Legislative Action Committee of the Community Associations Institute, the trade organization that represents and educates members of the community associations industry, was just as busy monitoring proposed bills and advocating on behalf of community associations in Maryland. Several of the

SB 280/HB 446

SB 280/HB 446 gives counties and municipalities in Maryland the authority to establish a fund to provide support for the repair of critical infrastructure within a community association, such as stormwater management facilities and private roads. The county or municipality may establish eligibility requirements for the award of funds. This bill is meant to help lessen the burden for some community associations that are in difficult financial positions after the Maryland General Assembly recently passed new laws requiring community associations to obtain reserve studies every five years and budget for reserves for common area repairs and replacements based on those reserve studies. 

SB 46/HB 142

SB 46/HB142 – adds new requirements for disclosures in sales contracts for condominium units. Sellers of condominium units must provide disclosures regarding any actual knowledge of the presence of asbestos in the unit, the location of any asbestos, and any actions that have been taken to abate the asbestos. The bill also requires disclosure of any known health code violations within the unit. Resale packages must also disclose any health or building code violations in the condominium.

SB 465/HB 159

SB 465/HB 159 amends Maryland’s existing law in the Maryland Condominium Act and the Maryland Homeowners Association Act regarding electric vehicle charging stations by adding language to include electric bicycles and other motor electric vehicles. The bill also added requirements for homeowners to pay for maintenance and insurance coverage for any electric vehicle charging equipment they install and to reimburse the association for any increase in insurance premiums resulting from their installation of the electric vehicle charging station. The bill also requires community associations to review applications from homeowners for the installation of electric vehicle charging stations in the same manner as other applications for architectural modifications and requires associations to provide the homeowner with a decision within 60 days, otherwise the application is automatically deemed approved. In addition, the bill amended the Maryland Cooperative Housing Corporation Act to provide that cooperatives cannot unreasonably restrict or prohibit the installation or use of electric vehicle charging stations in a member’s parking space that is designated for the member’s use. Lastly, the bill tasks the Department of Housing and Community Development with the obligation to maintain a database of contractors who install electric vehicle charging stations and other resources to assist homeowners who wish to install electric vehicle charging stations in their communities.

HB 1227/HB 1015

HB 1227/HB 1015 clarified last year’s amendment to the Maryland Condominium Act, which provided that condominium associations with detached condominium units were only required to insure the common elements, rather than the entire condominium (i.e., the detached units and common elements). The amendment led to a lot of confusion among condominium associations, owners of detached units, and insurance carriers. The new law clarifies that condominium associations of condominiums with detached units can choose whether or not to insure the entire condominium (detached units and common elements) or just the common elements. The law also only applies to condominiums comprised solely of detached units, and the condominium association must provide notice to their unit owners of the association’s and unit owners’ insurance obligations on an annual basis, as well as anytime there are changes to these obligations. A condominium that contains both detached and attached units must insure the entire condominium.

SB 665/HB 1496

SB 665/HB 1496 amends the Maryland Condominium Act and allows the declaration of a condominium to be amended with the written consent of 66 and 2/3 percent of the unit owners. This bill lowers the current requirement of 80% written consent of unit owners to amend a condominium declaration. However, if the developer still owns any units within the condominium, the 80% written consent of unit owners still applies to amend a declaration.

HB 216/SB 206

HB 216/SB 206 amends the Maryland Condominium Act by authorizing a condominium’s board of directors, upon a majority vote, to enter into lease agreements over one year for electric vehicle charging equipment, solar energy equipment, and clean energy equipment affecting the common elements. The board of directors must vote on the agreement at an open meeting held after 30 days’ notice is provided to the unit owners.

HB 255/ SB 015

HB 255/ SB 015 amends the Maryland Cooperative Housing Corporation Act to require cooperatives to follow new due process settlement procedures before imposing any sanctions against its members for violations of the cooperative’s governing documents. The new procedures are similar to those already required for condominium associations and homeowners associations under the Maryland Condominium Act and Homeowners Association Act, respectively. 

For any questions about these bills or any other proposed legislation, you may contact CAI’s Maryland Legislative Action Committee (“LAC”) at government@caionline.org or by calling (888) 224-43321. You may also contact the author, who is a member of the LAC, at jlee@mcmillanmetro.com.

No one thinks about incapacity when starting their estate planning, but they should.  It is one of those unexpected events in life that we should all prepare for.  Just like insurance, estate planning can help you and your family cope with sudden accidents and health emergencies.  Having the right estate planning tools in place can ensure that you and your family are cared for, your assets are protected, and your wishes for your care are listened to and respected by healthcare providers.

Powers of Attorney

A financial Power of Attorney is a document authorizing a person to manage your financial matters if you become incapacitated.  This includes paying bills, changing investments, getting information about your retirement or disability benefits. It may also include major decisions about selling real estate, liquidating accounts, making insurance claims, and planning to pay for your incapacity.  While most people choose a spouse or child to handle these matters, the important considerations for choosing someone should be that the person is trustworthy, good with handling money, understands what assets you have, and understands your values and the decisions you would make. Without a financial power of attorney, a court may have to appoint someone to handle your finances, a process that may be expensive and sometimes time consuming.

Healthcare Advance Directives/Designation of Healthcare Agent

Healthcare instructions, in a separate document, allow you to select someone to make medical decisions for you if you cannot communicate your wishes to medical personnel.  Those wishes are stated in a separate document and may include instructions about the type of treatment you want to receive for serious medical conditions, end-of-life care, and whether you want life-sustaining treatment.  Without someone to advocate for your wishes, some medical facilities will administer all life-sustaining treatments available or rely on family members who may not be familiar with your wishes.

Other considerations

There are lots of questions that we, as estate planners, ask our clients:

• Who do you want to make financial decisions for you if you are incapacitated? Who are your alternate choices if that person cannot act for you?
• Who do you want to make healthcare decisions for you if you cannot communicate your wishes to medical personnel? Who is the alternate choice if that person cannot be reached in an emergency?
• Have you thought about how you want to be treated if faced with a serious disease or end-of-life situation?
• Do you have a current complete list of your assets, regular bills, and liabilities?
• Have you discussed your thoughts about your financial and medical care with the people you have chosen as your agents?
• How do you plan to pay for your care during your incapacity?

What happens if there is no planning?  Resorting to the courts

If you don’t have tools in place, what are the options?  Usually, your spouse, children, or a close friend must turn to the courts to get a guardianship or conservatorship order appointing someone to manage your affairs.  If no one volunteers to take on these duties, the court can also appoint an unrelated person, usually an attorney, to handle your affairs.

Filing for a guardianship can be an expensive process, both financially and emotionally.  A lawyer may be needed to file the complaint, collect the documents about your incapacity, and attend the hearing.  In addition, a separate attorney may be appointed to protect your interests.  If anyone challenges the guardianship, another attorney may be involved.  A guardianship proceeding may also be emotionally exhausting for you and the other people involved. 

Designating agents using a financial Power of Attorney and a Health Care Power of Attorney offers a simpler and less expensive way to make sure your wishes are respected, and your assets are protected.

Paying for incapacity

Care in nursing homes in the DMV is expensive, averaging $15,000 per month in Maryland and D.C. and slightly less in Virginia.  Without long-term care insurance, that cost falls on you and your spouse.  The cost of this level of care can easily drain your assets.  While assistance with paying for nursing home care is available through Medicaid, you are required to spend down your assets – no more than $2,500 in Maryland if you are single, $4,000 in D.C. and $2,000 in Virginia.  Planning for your assets is possible but requires that you act at least five years before you apply for Medicaid.

For further information and to discuss your options, contact Kathleen Adcock at kadcock@mcmillanmetro.com or (301) 251-1180.

Wills must go through the probate process in court, and that often takes longer and costs more than if you create a revocable trust. A will is the best option in some cases, but a revocable trust can accomplish the same goals while it also avoids probate and is more flexible.

When we begin to work with a new client, our early conversations are all about determining what their assets are, but especially about how they hope to see them protected and distributed when they’re no longer around. With that understanding, we can advise you if a Will or a revocable trust is preferable. The trust administration process generally keeps your beneficiaries away from the court system. On the other hand, a Will requires the active participation of the probate court. That can entail a number of steps that take a lot of time and generate costs. In Virginia and some other states, the probate process can be even more time-consuming and expensive.

If your estate plan is currently built around a will, I encourage you to talk to us to be sure that it is the best vehicle for your circumstances. If it turns out that a trust is a better option, some time and money spent now can save a lot more hassle and expense later.

To learn more about the potential disadvantages of probate, see this USA TODAY article: Inheritance on hold? Most Americans don’t understand the time and expense of probate.

If you have questions about your estate plan, please contact Lawrence Jacobs at ljacobs@mcmillanmetro.com or call directly at (240) 778-2330 to set up a time to discuss the matter.

As it turns out, traditional cremation is not actually environmentally friendly.  While it does conserve land space, the cremation process relies on fossil fuels and produces high carbon emissions that are harmful to the environment. In addition, cremation does not benefit the natural ecosystem as a Green Burial would.

Two new options have now been legalized in Maryland. On May 9^th of this year, Maryland became the ninth state to legalize human composting and water cremation thus this allows death care providers to offer natural organic reduction and alkaline hydrolysis instead of conventional incineration of human remains.  Natural organic reduction means the acceleration conversion of human remains to soil. Don’t worry, the Act prohibits the soil resulting from human composting from being used to grow food for humans or animals. In addition, it cannot be sold, be combined with commercial or agricultural compost, and can only be used on public or private property with the owner’s permission. Water cremation is the process of turning our bodies into ashes using a solution of water and alkaline agents, rather than using fossil fuel to incinerate them.  

After the composting process, the soil is returned to the family or donated to conservation projects.  Water cremation, on the other hand, results in ashes similar to that after a cremation, which can then be handled by the family as they would normally after a cremation.  The Act permits both of these processes to be utilized by registered “reduction facilities”, likely existing crematories who will provide the additional services, and provides regulatory oversight as it always has for cemeteries, crematories, and similar businesses.

In addition to the new options of water cremation and natural organic reduction, there are several cemeteries in Maryland that offer completely natural burial options:  Serenity Ridge in Windsor Mill, Maryland is already in existence, and Reflection Park in Silver Spring should be opening soon.  There are also several hybrid cemeteries that have both green and traditional burial sites.  These physical spaces are beautiful and peaceful.

Our Trust and Estates Team frequently discuss these things with our clients.  We tend to be practical when it comes to assisting our clients with planning for their eventual death.  This alleviates the need for their families to guess at what their final wishes were. We encourage our clients to look into the various options and decide what makes sense for them and for their families; and definitely consider planning to take advantage of some of these newer, more natural, and environmentally friendly options. 

If you have questions about green burials, please contact Leah B. Morabito at lmorabito@mcmillanmetro.com or call directly at (240) 778-2310 to set up a time to discuss the matter