PUBLIC SERVICE ANNOUNCEMENT:
Corporate Transparency Act
(CTA)
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As of January 1, 2024, the federal Corporate Transparency Act (the “CTA”) mandates that business entities subject to the CTA file a report called a Beneficial Ownership Information (“BOI”) Report.
The stated intention of the CTA is to help prevent and combat money laundering, terrorist financing, corruption, and tax fraud by better understanding who owns or controls companies operating in the US.
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YES! ABSOLUTELY!
Failure to comply could mean a civil penalty of up to $500 for each day that the violation continues, or criminal penalties, including imprisonment for up to two years and/or a fine of up to $10,000.
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Business entities formed prior to January 1, 2024, have until December 31, 2024, to comply with the CTA’s reporting requirements:
A business entity formed in 2024 must file a BOI report within 90 calendar days of either receiving actual notice that its formation has become effective or the Secretary of State (or similar office) first providing public notice that it has been formed, whichever occurs first.
A business entity that becomes a foreign reporting company in 2024 must file a BOI report within 90 calendar days of either receiving actual notice that it has been registered to do business or the Secretary of State (or similar office) first providing public notice that it has been registered, whichever occurs first.
A business entity formed or registered on or after January 1, 2025, will have 30 calendar days to file its initial BOI reports after receiving actual or public notice that the entity has been formed or registered, whichever occurs first.
Filing the BOI keeps the business entity in compliance with the CTA.
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A beneficial owner of a reporting company is an individual who directly or indirectly (1) exercises “substantial control” over the reporting company or (2) owns or controls at least twenty-five percent (25%) of the “ownership interests” of the reporting company. “Ownership interests” means the agreement by which ownership rights are created in the reporting company, such as stock certificates, LLC membership certificates, Operating Agreements, and other similar types of evidence of ownership. “Substantial control” means the ability to direct, determine, or exercise substantial influence over important decisions affecting the reporting company.
This includes senior officers in the reporting company or individuals who have authority over the appointment or removal of senior officers or a majority of the board.
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A business entity that is subject to the CTA is called a “reporting company”.
A domestic reporting company is a corporation, limited liability company, limited liability partnership, or other entity created by the filing of organizational documents with a secretary of state or similar office under the laws of a state or Tribal jurisdiction within the United States.
A foreign reporting company is a corporation, limited liability company, limited liability partnership, or other entity that is formed in a foreign country and is registered to do business in the United States or in any Tribal jurisdiction by submitting a document with the secretary of state or any similar office under the law of a US state or Native American tribe.
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No. The CTA only requires a correct, up-to-date, BOI.
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Yes. >VIEW LIST OF EXEMPTIONS
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If you have questions about what qualifies as “substantial control” and/or “ownership interests”, please seeRIN 1506-AB49 of the final FinCEN rules or the FinCEN website FAQs.
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