Corporate Transparency Act
Effective January 1, 2024, the Corporate Transparency Act (the “CTA”) requires most U.S. and non-U.S. companies to report their beneficial ownership information to FinCEN, a bureau of the U.S. Treasury Department. Reporting companies include corporations, limited liability companies (LLCs), partnerships, and other entities created by the filing of a document with a State, Native American Tribe or non-U.S. country. Because the reach of the CTA is extremely broad, most companies created in the U.S. or registered to do business in the U.S. should expect to have a filing requirement. Nevertheless, the CTA exempts twenty-three (23) specific types of entities from the reporting requirements, mostly highly regulated and large companies.
Beneficial Ownership Information Reports
Reporting companies are required to file an initial beneficial ownership information report (a “BOI report”) with FinCEN. The BOI report must contain information about the reporting company itself, as well as personal information about its individual company applicants and beneficial owners. A beneficial owner is an individual who, directly or indirectly, either exercises substantial control over a reporting company or owns or controls at least 25 percent of the ownership interests of the reporting company. A company applicant is an individual who directly files, or who is primarily responsible for directing or controlling the filing of, the document organizing or registering the reporting company. Each company applicant and beneficial owner's name, date of birth, address, identification number and copy of an identification document (such as a driver’s license or passport) must be disclosed on the BOI report. A BOI report must be updated or corrected to the extent that previously reported information changes or is incorrect. BOI report obligations apply to existing companies formed or registered before 2024 as well as to new companies formed or registered on or after January 1, 2024.
Filing Deadlines
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