Important - Effective January 1, 2024
The Corporate Transparency Act (CTA) was enacted into law on January 1, 2021, requiring certain new and existing companies to disclose information about their beneficial owners to the US Department of the Treasury's Financial Crimes Enforcement Network (FinCEN).
Any domestic reporting company created or registered before January 1, 2024, must file the beneficial ownership information ("BOI Report") with the FinCen before January 1, 2025.
Any domestic reporting company formed on or after January 1, 2024, must file within 90 calendar days of its formation.
Entities created or registered on or after January 1, 2025, will have 30 calendar days to file their BOI report with FinCen.
Unless an exception applies, this impacts all state registered companies, including single-member LLCs.
Some notable exceptions to this new reporting requirement are:
Publicly traded companies registered with the SEC
Tax exempt entities
Large operating companies (defined as an entity with more than 20 full-time U.S. employees and a U.S. office that reported more than $5,000,000 in gross receipts on its prior federal income tax return or information return, excluding foreign-source gross receipts)
If there is a change to previously reported information about the reporting company or its beneficial owners, an updated report must be filed within 30 days of the change. The penalties for willfully failing to file both initial and updated reports are steep - up to $500 per day that the report is late, up to $10,000 and imprisonment for up to two years.
Consider consulting with legal counsel if you have any questions regarding the applicability of the CTA's reporting requirements and issues regarding the collection of relevant ownership information.
For additional information go to https://www.fincen.gov/boi