NYC Vaccine Mandate (Private Workplace)

Last week, Mayor Di Blasio implemented a city-wide mandate for private workplaces regarding COVID-19 vaccination effective December 27, 2021. The attorneys at Greenwald Doherty, LLP have provided a summary of the mandate and actions to consider for private workplaces, which you can find below. You can also download a copy of the Key to NYC – Private Work Place Mandate FAQs provided by the city by clicking the button before the Greenwald Doherty article

Key to NYC – Private Work Place Mandate FAQs

Key Things to Know and Actions to Consider in Light of New York City’s Private Workplace Vaccine Mandate

New York City has sprung into action in response to the COVID-19 Omicron variant. The City recently announced a vaccine mandate for private employers and has now issued related guidance (“NYC Vaccine Mandate” or the “Mandate”).

The key things employers should know about this latest development and immediate actions to consider for compliance are summarized below.

Private Sector Employers are Broadly Covered.

With limited exceptions, the NYC Vaccine Mandate generally covers all private sector employers, regardless of size or industry, who maintain a workplace in NYC where work is performed in the presence of another worker, or a member of the public. This means companies who have only remote workers in the City are not covered, provided that the workers only work in their residences and do not come into contact with the public in the City while performing their job. On the other hand, even sole proprietors in the City would have to comply with the mandate if, for example, they work in a shared workspace or come in contact with the public.

Key Requirements and Compliance Deadlines.

  • Proof of Vaccination by December 27: NYC workers who work at a covered workplace must provide proof of COVID-19 vaccination (at least proof of one dose of a two-dose series by this date) to the employer, unless an exception due to a religious or medical accommodation applies. Again, proof is not needed for employees that only work remotely or for workers who only ever enter the workplace for a quick and limited purpose. Workers who need to get their second dose must submit the second proof within 45 days after the proof of first dose was submitted and it is the employer’s responsibility to ensure the employee provides proof of receiving their second dose.
  • Request for Accommodation by December 27: A worker who wishes to request an accommodation from the proof-of-vaccination requirement must do so by this date to begin the reasonable accommodation process.
  • Fill out and Post Affirmation by December 27: Covered employers must fill out and post in a conspicuous location at their business a City-issued 1-page attestation sign (here) to affirm their compliance with the Mandate. Businesses (e.g., restaurants, fitness centers etc.) who have an existing notice per the “Key to NYC” requirements do not need to post this attestation sign.
  • Recordkeeping Required. Employers must keep records of each employee’s proof of vaccination. Any information collected must be stored in a secure manner and accessed only by those with legitimate need. Records related to workers’ accommodation requests must also be kept, including, if you approved a reasonable accommodation based on a worker’s religion or medical condition, you will need to have a record of when you granted the reasonable accommodation, the basis for doing so, and any supporting documents the worker provided for the reasonable accommodation.

Immediate Compliance Steps to Consider

Given the Mandate’s various December 27 compliance deadlines, covered NYC employers should consider taking the following immediate steps:

  • Communicate with your workforce about the upcoming requirements and deadlines.
  • Survey your workforce’s vaccination status and collect the relevant information/proof-of-vaccination (be mindful of confidentiality and other privacy-related requirements when doing so).
  • Develop a policy and put protocols in place to address accommodation requests.
  • Strategize reasonable accommodation options.
  • Consider how to approach workers who are not able to comply with the vaccine mandate (but are not entitled to an accommodation), and assess your operational needs.
  • Continue monitoring the relevant development for updates and potential court stays.

For more information or any questions about the topics above, or if you are unsure about whether your vaccine policy complies with the Mandate or any other applicable COVID-19 related workplace requirements, please contact the authors, Kevin Doherty and Keli Liu, or your personal Greenwald Doherty attorney contact.


The Corporate Transparency Act

by Pavia & Harcourt LLP

At the beginning of 2021, Congress passed the National Defense Authorization act for Fiscal Year 2021, which covers the Corporate Transparency Act. The Corporate Transparency Act, or CTA, requires companies in the United States to file a yearly report regarding a company’s “beneficial owner” to FinCen, the goal being to curb anonymous shell companies that are often used in many illicit financial activities. To learn more about the CTA and how it may affect you, please see the following post, The Corporate Transparency Act, provided by the attorneys at Pavia & Harcourt LLP:

The Corporate Transparency Act (“CTA”) requires reporting entities (generally corporations, LLCs and similar entities that are formed in the United States through a filing with state agencies, plus foreign entities with a presence in the United States) to report details of beneficial ownership to FinCEN, the Financial Crimes Enforcement Network established under the auspices of the Department of the Treasury.

This information is to be held in a secure registry.  Data may be shared with federal law enforcement agencies and, under certain circumstances, with state and foreign law enforcement agencies, and with certain financial institutions.  The expressed aim of the CTA is to assist in the prevention of money laundering, the financing of terrorism and to assist law enforcement in rooting out other crimes. 

The CTA became law on January 1, 2021, after both houses of Congress overrode President Trump’s veto of the National Defense Authorization Act, of which the CTA was a part. 

Although the CTA is aimed at curtailing criminal activity, its wide application necessarily results in the loss of some measure of anonymity and privacy for companies that would never be considered in the same sentence with the word “criminal.”

Companies can desire anonymity for purposes that have nothing to do with the aims of the CTA.  For instance, it is generally acknowledged that the Walt Disney Company assembled its large real estate holdings near Orlando, Florida, through the use of anonymous companies in the hope of avoiding upward pressure on land prices that would have resulted from potential sellers learning the identity of the ultimate buyer and the purpose of the purchases. 

On the other hand, anonymous entities are routinely used to hide questionable activity.  For instance, the hush money payoff to Stormy Daniels was made through an anonymous Delaware limited liability company that was formed by Michael Cohen virtually overnight.

The disclosures required by the CTA are supposed to be maintained in a secure database accessible only by law enforcement agencies and not subject to release pursuant to any freedom of information requests.  Nevertheless, companies must consider the possibility that information regarding their beneficial ownership may become public knowledge through avenues that cannot presently be clearly foreseen.

The Purpose of the CTA

In a “Sense of Congress” portion of the bill establishing the need for intervention, the CTA decries that most states do not require any information about the beneficial owners of the myriad of corporations, limited liability companies, or other similar entities being formed within their respective jurisdictions.  Although not pointed out by Congress in the CTA itself, it is fairly common knowledge that in many jurisdictions it is likely to be easier to form a company anonymously than to obtain a library card.

The statute expresses the concern that malign actors seek to conceal their ownership of corporations, limited liability companies or other similar entities in the US to facilitate illicit activity, including money laundering, the financing of terrorism, proliferation financing, serious tax fraud, human and drug trafficking, counterfeiting, piracy, securities fraud, financial fraud, and acts of foreign corruption, harming the national security interests of the United States and allies of the United States.

The CTA is aimed at developing a database of information that is neutral as to the purpose that owners may have in mind for setting up entity ownership in one way or another.  It matters not that a beneficial owner of a company may have created an anonymously owned company for non-nefarious reasons.  That beneficial ownership must still be disclosed.  As a result, even the most innocuous family-owned corporation or LLC will be required to file.

The Secure Database

To combat the perceived problem, the CTA establishes procedures to implement a secure, nonpublic database of beneficial ownership information.

FinCEN is responsible for receiving reports of beneficial ownership and administering the database. FinCEN is the arm of the Treasury Department that is tasked with tracking information relating to financial crimes.  It is known for its involvement with receiving reports of Foreign Bank and Financial Accounts, Currency Transaction Reports and Suspicious Activity Reports.

The information collected is considered highly sensitive and so will be directly available only to authorized government authorities (federal, state and in some cases foreign agencies) subject to effective safeguards and controls.  The Secretary of the Treasury is directed to maintain the security of the database using methods and techniques that are appropriate to protect non-classified information systems at the highest security level.

Disclosures will not be shared with the general public and cannot be requested under the Freedom of Information Act.

Access to Database by Financial Institutions

Financial institutions will have access to the database to assist in their own “know your customer” responsibilities, with customer consent.

Query: If a bank asks a new customer for permission to access the FinCEN database for verification of beneficial ownership but the customer refuses to give consent, what effect might that have on the relationship between the customer and the bank?  One might imagine that a potential customer’s refusal to give such consent would be a red flag to the bank, alerting it that maybe it should not do business with the applicant.

Note that any information in the custody of a bank, although the subject of bank secrecy laws, could nevertheless be the target of a subpoena.  This would be the case whether the information is obtained by the bank through the FinCEN database or by any other means.

What kind of entities must file reports of beneficial ownership?

“Reporting companies” must report.  The term “reporting company” is defined by the CTA as a corporation, limited liability company or other similar entity that is created in the United States or is formed under the law of a foreign country and is registered to do business in the United States.

What is meant by “other similar entity?”

Until regulations are promulgated, we won’t know what the term “other similar entity” ultimately means.  It is quite possible that regulations may include limited partnerships as reporting entities, because although they are not explicitly mentioned in the CTA they are generally formed through a filing with a state office. 

On the other hand, it is less likely, though not impossible, that regulations might specify that general partnerships, sole proprietorships, estates or trusts may be included as reporting entities.  The reason for this lower likelihood is that the CTA specifically specifies entities for which a state filing is required for formation.  Nevertheless, as the government studies the effectiveness of the CTA and regulations promulgated thereunder, it is conceivable that the definition of reporting entities may be expanded (either by statute or regulation) to include entities for which no state filing is required for formation.

Exceptions from the definition of being a reporting company

The statute provides some exclusions from the foregoing rather broad definition of reporting companies:

•           Highly regulated entities.  The CTA provides exceptions for a number of already highly regulated entities, such as banks, insurers, public utilities, and companies subject to securities laws, who are already subject to significant transparency and reporting requirements.

•           Active companies.  This  exception applies to any entity that employs more than 20 employees on a full-time basis in the U.S., filed in the previous year federal income tax returns showing gross receipts over $5 million in the U.S. demonstrating more than $5 million in gross receipts of sales in the aggregate (including from other entities owned by the entity or other entities through which the entity operates), and has an operating presence at a physical office within the U.S.

•           Dormant companies.  This exception applies to an entity that has been in existence for over 1 year, is not engaged in active business, is not owned, directly or directly, by a foreign person, has not in the preceding 12-month period experienced a change in ownership or sent or received funds in an amount greater than $1,000 and does not otherwise hold any kind or type of assets, including an ownership interest in any other reporting company.

Who is a “beneficial owner?”

The CTA defines a beneficial owner of an entity as an individual who, directly or indirectly:

•           exercises substantial control over the entity, or

•           owns or controls not less than 25 percent of the ownership interests of the entity.

The definition excludes creditors (but only in their capacity as such), agents, intermediaries and custodians acting on behalf of another individual as well as employees of a reporting company whose control or economic benefit with respect to the entity is derived solely from their employment.

Although we will not know full details about how the term “beneficial owner” will be interpreted until regulations are issued, it is safe to predict that a wide net will be cast.  The “Sense of Congress” preamble to the CTA decries the experience where law enforcement may crack the shell of ownership of one entity, only to find another entity behind it whose shell must subsequently be cracked. 

One of the main purposes of the CTA is to avoid this problem and require that information be supplied that specifies the ultimate individuals who are in control, directly or indirectly, of an entity.  Accordingly, we can expect the regulations to require disclosure that clearly reveals all of the individuals who control or own 25% or more of the reporting company, no matter how many levels of ownership have to be pierced and no matter how indirect that ownership may be. 

What information has to be reported about beneficial owners?

Every reporting company must submit to FinCEN a report containing the following information for each beneficial owner:

•           Full legal name;

•           Current residential or business street address;

•           Date of birth; and

•           Identification number (such as a driver’s license or passport number).

When must reports be filed?

Once regulations are published (which must happen by 1/1/2022), newly-formed reporting companies will be required to file at the time of formation, and existing reporting companies will be required to file within two years of finalization of the regulations. 

Following the filing of the initial beneficial ownership statement, a reporting company must file updates to reflect subsequent changes in beneficial ownership.  Updates must be filed within one year of the change. 

Penalties for Non-Compliance and Unauthorized Disclosure or Use

The CTA imposes both civil and criminal penalties for violations regarding non-compliance as well as unauthorized disclosure or use of information in the database.

Any person guilty of a reporting violation may be liable for a civil penalty of up to $500 for each day that the violation continues or has not been remedied up to $10,000, imprisoned for up to 2 years, or both.

Any person who unlawfully knowingly discloses or uses the beneficial ownership information filed with FinCEN may be liable for a civil penalty of not more than $500 for each day that the violation continues or has not been remedied and that person may be fined up to $250,000 or imprisoned for not more than 5 years, or both.

If a disclosure or use violation occurs while violating another law of the U.S. or as part of a pattern of any illegal activity involving more than $100,000 in a 12-month period, the violator is subject to a fine of up to $500,000, imprisonment of up to 10 years, or both.

It is worth noting that the penalties for unauthorized disclosure or use of FinCEN database information are far more stringent than for reporting violations.  Perhaps Congress wanted to make sure that hefty civil and criminal penalties would help maintain the security of the database.  If so, it is reasonable to ask whether that deterrent would have any effect on foreign actors who attempt to break the secured database through sophisticated hacking efforts.

Whistle-Blower Provisions

Legislation that accompanied the CTA in the National Defense Authorization Act establishes an anti-money laundering whistleblower program.

Effective Date

The CTA will become effective on the date that the regulations of the Act are prescribed and issued by the US Secretary of the Treasury, which are required no later than January 1, 2022.


What You Need to Know about the Corporate Transparency Act.

*          *          *  

About Pavia & Harcourt LLP: Established in 1951, Pavia & Harcourt LLP is a business law firm based in New York City concentrating in international commercial and corporate transactions, banking, media and entertainment, real estate, litigation and arbitration, intellectual property, estate planning and administration, and matrimonial law.

Contacting Pavia & Harcourt LLP

Questions regarding matters discussed in this publication may be directed to the attorney with whom you are regularly in contact at the Firm, or to:

Robert D. Tolz                                                            Nicolo’ Majnoni

+1 (212) 508-2371                                                      +1 (212) 508-2311                                         

This publication by Pavia & Harcourt LLP is for information purposes only.  It does not constitute legal, tax or other professional advice or opinions on specific facts or matters, nor does its distribution establish an attorney-client relationship. This material may constitute Attorney Advertising as defined by the New York Court Rules. As required by New York law, we hereby advise you that prior results do not guarantee a similar outcome. This communication may contain attorney advertising. Prior results do not guarantee a similar outcome.

Individual Tax Deadline Extended to May 17, 2021

The IRS has released news on March 17, stating the following:

“…The federal income tax filing due date for individuals for the 2020 tax year will be automatically extended from April 15, 2021, to May 17, 2021. The IRS will be providing formal guidance in the coming days.”

The IRS website goes on to state:

“Individual taxpayers can also postpone federal income tax payments for the 2020 tax year due on April 15, 2021, to May 17, 2021, without penalties and interest, regardless of the amount owed. This postponement applies to individual taxpayers, including individuals who pay self-employment tax. Penalties, interest and additions to tax will begin to accrue on any remaining unpaid balances as of May 17, 2021. Individual taxpayers will automatically avoid interest and penalties on the taxes paid by May 17.”

Individual taxpayers do not need to file any forms or call the IRS to qualify for this automatic federal tax filing and payment relief. Individual taxpayers who need additional time to file beyond the May 17 deadline can request a filing extension until Oct. 15 by filing Form 4868 through their tax professional, tax software or using the Free File link on Filing Form 4868 gives taxpayers until October 15 to file their 2020 tax return but does not grant an extension of time to pay taxes due. Taxpayers should pay their federal income tax due by May 17, 2021, to avoid interest and penalties.

The IRS urges taxpayers who are due a refund to file as soon as possible. Most tax refunds associated with e-filed returns are issued within 21 days.

This relief does not apply to estimated tax payments that are due on April 15, 2021. These payments are still due on April 15. Taxes must be paid as taxpayers earn or receive income during the year, either through withholding or estimated tax payments. In general, estimated tax payments are made quarterly to the IRS by people whose income isn’t subject to income tax withholding, including self-employment income, interest, dividends, alimony or rental income. Most taxpayers automatically have their taxes withheld from their paychecks and submitted to the IRS by their employer.

State tax returns

The federal tax filing deadline postponement to May 17, 2021, only applies to individual federal income returns and tax (including tax on self-employment income) payments otherwise due April 15, 2021, not state tax payments or deposits or payments of any other type of federal tax. Taxpayers also will need to file income tax returns in 42 states plus the District of Columbia. State filing and payment deadlines vary and are not always the same as the federal filing deadline.


  • Individuals Federal Tax Filing Deadline has been automatically postponed to May 17, 2021.
  • This does not apply to state returns.
  • Payments for taxes due can be postponed to May 17, 2021, without penalties/interest.
  • Estimated taxes due April 15, 2021, are still due that day.
  • The IRS recommends you file as early as you can, as most refunds are issued within 21 days.


IRS Guidance on Employee Retention Credit for 2020

The IRS has recently released a guidance regarding the employee retention credit for 2020. Please find the summary below provided by Charles R. Bernardini, Esq., from Nixon Peabody LLP. We have included the actual guidance and FAQ document for download.

In Notice 2021-20, the IRS issued detailed guidance for employers claiming the employee retention credit for calendar quarters in 2020. The credit was created by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, P.L 116-136, and amended by the Consolidated Appropriations Act, 2021, P.L 116-260. The IRS says the guidance in the notice is similar to the information it posted in FAQs last year, but the notice clarifies and describes retroactive changes under the new law that apply to 2020, primarily relating to expanded eligibility for the credit for taxpayers who took Paycheck Protection Program (PPP) loans. The AICPA requested authoritative guidance on the 2020 and 2021 employee retention credits from the IRS in a comment letter sent on Feb. 25.

For 2020, the employee retention credit can be claimed by employers who paid qualified wages after March 12, 2020, and before Jan. 1, 2021, and who experienced a full or partial suspension of their operations or a significant decline in gross receipts. The credit is equal to 50% of qualified wages paid, including qualified health plan expenses, up to $10,000 per employee in 2020, meaning the maximum credit available for each employee is $5,000.
For 2020, eligible employers that received a PPP loan are permitted to claim the employee retention credit, although the same wages cannot be counted for both. Notice 2021-20 explains in detail when and how employers that received a PPP loan can claim the employee retention credit for 2020. In January, the AICPA requested clarification from the IRS on this topic and recommended that the filing of a PPP loan forgiveness application should not constitute an election to forgo the employee retention credit with respect to the amount of wages reported on the application exceeding the amount of wages necessary for loan forgiveness.

The notice explains (1) who are eligible employers; (2) what constitutes full or partial suspension of trade or business operations; (3) what is a significant decline in gross receipts; (4) what is the maximum amount of an eligible employer’s employee retention credit; (5) qualified wages; (6) how an eligible employer claims the employee retention credit; and (7) how an eligible employer substantiates the claim for the credit.

Although the Consolidated Appropriations Act, 2021 also extended and modified the credit for the first two calendar quarters in 2021, the IRS says this notice addresses only the 2020 rules and that it plans to release additional guidance soon, addressing the 2021 changes.

IRS Guidance on the Employee Retention Credit under Section 2301 of the CARES Act

Charles R. Bernardini

The foregoing has been prepared for the general information of clients and friends of the firm. It is not meant to provide legal advice with respect to any specific matter and should not be acted upon without professional counsel. If you have any questions or require any further information regarding these or other related matters, please contact your regular Nixon Peabody LLP representative. This material may be considered advertising under certain rules of professional conduct.