Home Posts tagged Corporate Transparency Act

Prepare for Compliance

By David A. Parke, Esq.


The new reporting rules that became effective Jan. 1, 2024, under the federal Corporate Transparency Act (CTA) now require many small businesses and other entities to file reports with the U.S. Financial Crimes Enforcement Network (FinCEN). FinCEN estimates there are more than 30 million entities that are subject to these reporting rules on their effective date.

The CTA is intended to provide law enforcement with a means to combat crimes, like money laundering, that are aided through the use of shell companies. The CTA applies to ‘domestic reporting companies’ and ‘foreign reporting companies,’ as defined in the rules. This article will focus on domestic reporting companies.

Under the CTA, a reporting company, subject to the CTA, must file information with FinCEN regarding itself and its beneficial owners. For a reporting company formed on or after Jan. 1, 2024, the company must also report information regarding the individuals who created the company. Any changes to previously reported information must also be reported in a timely manner to FinCEN. The rules specify the information that must be reported about a reporting company and its beneficial owners and company applicants.

David A. Parke

David Parke

“The CTA is intended to provide law enforcement with a means to combat crimes, like money laundering, that are aided through the use of shell companies.”

A domestic reporting company under the CTA is any corporation, limited-liability company, or other entity created by filing a document with the secretary of State or a similar office under the law of a state or Indian tribe, unless exempt. There are 23 categories of entities that are exempt from reporting. The exemptions include highly regulated entities like issuers of securities registered under Section 12 of the Securities Exchange Act of 1934, banks, insurance companies, regulated public utilities, and certain tax-exempt organizations. Many small entities are likely not covered by an exemption and will need to report. The rules define more specifically the conditions of each exemption.

One exemption is for a ‘large operating company,’ as defined in the rules. This is a company that employs more than 20 full-time employees in the U.S., has an operating presence at a physical office within the U.S., and has more than $5 million in annual gross receipts or sales, excluding gross receipts or sales from sources outside the U.S., according to the company’s federal income-tax return for the previous year.

A ‘beneficial owner,’ whose information must be reported to FinCEN, is any individual who exercises substantial control over the reporting company or who owns or controls, directly or indirectly, at least 25% of the ownership interests of the reporting company. The reporting rules address various types of direct or indirect control or ownership arrangements under which an individual would be a beneficial owner.

An individual would be included as a beneficial owner if that individual is a ‘senior officer,’ which includes the president, chief financial officer, general counsel, chief executive officer, chief operating officer, or any other officer who performs a similar function. The rules also include as a beneficial owner any individual who has authority over the appointment or removal of any senior officer or a majority of the board of directors or similar body, or has substantial influence over important decisions, including decisions of the type enumerated in the rules.

A ‘company applicant,’ whose information must be included for a domestic reporting company created on or after Jan. 1, 2024, is an individual who files the document that creates the company, and the individual who is primarily responsible for directing or controlling the filing where more than one individual is involved.

Any domestic reporting company created before Jan. 1, 2024, must file its initial report with FinCEN by Jan. 1, 2025. Any domestic reporting company created during 2024 must file within 90 days. Any domestic reporting company formed on or after Jan. 1, 2025 must file within 30 days. The deadlines are measured from the earlier of actual or public notice that creation is effective. If there is a change in any information previously reported to FinCEN regarding a reporting company or its beneficial owners, an updated report must be filed with FinCEN within 30 days.

FinCEN has an E-filing website for reporting information (boiefiling.fincen.gov), and charges no filing fee. FinCEN has also published a Small Entity Compliance Guide and Frequently Asked Questions to provide guidance regarding the CTA reporting rules. FinCEN allows for use of a FinCEN identifier, which is a unique number assigned by FinCEN to an individual who applies for such a number and submits the information required of a beneficial owner or company applicant. The reporting company’s report may include the FinCEN identifier in lieu of the information otherwise required for the individual.

The consequences of non-compliance can be significant. It is unlawful under the CTA for any person to willfully provide or attempt to provide false or fraudulent beneficial ownership information to FinCEN, or to willfully fail to report complete or updated beneficial ownership information to FinCEN. Under the CTA, violators are liable for a civil penalty of not more than $500 for each day the violation continues, and may be fined not more than $10,000, imprisoned for not more than two years, or both.

An entity that is or may become a reporting company should consider establishing an internal compliance program to identify reportable changes and assure that the necessary information is received in a timely manner. A company should also consider if any changes should be made to its governance documents to require beneficial owners to provide (again, in a timely way) the information needed for the reporting company to comply with its CTA reporting obligations.

These new reporting requirements will affect many entities. It is important for companies to inform themselves of the CTA’s requirements, determine if the CTA applies, and prepare for compliance.


David A. Parke is a partner in the Business/Finance department at Bulkley Richardson.

Banking and Financial Services

Roadmap for Reporting

By Jennifer Sharrow, Esq.


Businesses, get ready. The federal government is implementing new reporting requirements that will bring even the smallest businesses under the purview of the U.S. Department of Treasury. All entities registered with a secretary of state are now required to make mandatory reports which require specific and detailed information, and a failure to file these reports can result in serious penalties.

Jennifer Sharrow

Jennifer Sharrow

This new reporting system is like nothing that has ever been required for the majority of businesses, either locally or elsewhere in the country, but the passing of the Corporate Transparency Act (CTA) represents a fundamental change to the information that must be provided to the federal government by small businesses and single-purpose limited liability companies and corporations.

The Corporate Transparency Act was passed in 2021 as part of a suite of efforts from the federal government to crack down on money laundering across various parts of the economy. The CTA specifically targets efforts to hide monies under the guise of complicated corporate entity structuring. Whereas these entities previously enjoyed a significant amount of privacy regarding matters of ownership, under the CTA, these entities will now be required to disclose detailed, personal information about their beneficial ownership.

Every small-business owner, and every business that assists in the formation and annual reporting requirements of the business, needs to know about this new reporting requirement, as non-compliance can result in substantial penalties of $500 a day up to $10,000, and up to two years in jail.


Who Needs to File?

While certain exemptions are available within the statute, in general, any corporation, limited-liability company, or any similar entity formed by a filing with the secretary of state needs to file reports with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). This requirement applies to most small businesses, fund-manager entities, and real-estate holding companies.

Additionally, FinCEN is gathering information on what is described in the CTA as the ‘company applicant’ — the person or organization who actually files the paperwork on behalf of the entity. For law firms, where formation documents are generally filed by a paralegal, FinCEN will require information on both the paralegal and their supervising attorney. For other service companies, this will be information on the specific person filing the organizational paperwork.

“This new reporting system is like nothing that has ever been required for the majority of businesses, either locally or elsewhere in the country.”

There are 23 exemptions from the CTA reporting requirements. Most exemptions are for entities that are already subject to considerable federal or state regulation. Examples of exempt entities include publicly traded companies and other entities that file reports with the SEC, tax-exempt entities, banks, credit unions, money-services businesses, insurance companies, securities brokers and dealers, state-licensed insurance producers, public utilities, and accounting firms.

There is also an exemption for what’s called a ‘large operating company,’ which is an entity that employs more than 20 full-time employees in the U.S., has an operating presence at a physical office within the U.S., and has filed a federal income-tax or information return in the U.S. for the previous year with more than $5 million in gross receipts or sales.


What Is Being Reported?

• Entity information. This includes full legal name, ‘doing business as’ name, principal office address, jurisdiction of formation, and IRS employer identification number.

• Beneficial owner information. A ‘beneficial owner’ is anyone who owns more than 25% of the entity and anyone who exercises ‘substantial control’ over the entity’ such as directors, LLC managers, and certain trustees. The entity will need to provide, for each beneficial owner, their full legal name, date of birth, current residential address, governmental identification information from a passport or driver’s license, and a copy of that identification document.

• Company applicant information. For new entities formed after Jan. 1, 2024, the entity will need to provide essentially the same information on the appropriate company applicant individuals as they provide for the beneficial owners.


When Are the Reports Due?

There are two timelines, one for existing businesses formed prior to Jan. 1, 2024, and one for those new businesses formed after the start of the new year. The existing businesses have until Jan. 1, 2025 to submit their initial reports. New businesses will have to file their initial reports to FinCEN within 30 calendar days of their initial formation. Additionally, whenever there is a change in beneficial ownership or a change to the information of a beneficial owner, the entity will have 30 days from that change to file an updated report.


Where Is This Information Being Kept?

The disclosures will be made to a centralized federal database under FinCEN. These reports will not be accessible to the general public, but will solely be used by law-enforcement agencies, government regulators of financial institutions, the Treasury Department, and certain foreign authorities requesting information through federal agencies.


How Should You Prepare Now?

Entities should first consult with an attorney to understand whether they qualify for an exemption or whether the CTA will require them to submit reports to FinCEN. Then, the owners and managers should decide when they want to file their initial disclosure and begin the process of gathering the required reporting information.

Finally, it is highly recommended that they implement a system to keep the reporting information accurate and up to date, so they know when updated reports need to be filed. The reporting companies should communicate with their clients to assist in filing these new reports and to have their own information ready and available to disclose to FinCEN.


Jennifer Sharrow is an associate at Bacon Wilson and a member of the firm’s business and corporate department, specializing in business matters, financing, and commercial real-estate transactions.