Overview
The Corporate Transparency Act (“CTA”) has been in effect since January 1, 2024, imposing significant reporting obligations for millions of privately held entities, called Reporting Companies. For Reporting Companies in existence before January 1, 2024, the deadline to file is December 31, 2024. However, if you decide to have Kaufman & Canoles file on your company’s behalf, the deadline to notify us is November 30, 2024. Once notified, the deadline to provide us all necessary Beneficial Ownership Information is December 6, 2024. The CTA was designed to increase transparency in the structure of these entities to combat tax fraud, money laundering, and other illegal activities. Reporting Companies must report company ownership information to the Financial Crimes Enforcement Network (“FinCEN”), a division under the U.S. Treasury.
What is a Reporting Company?
Reporting Companies include any corporation, limited liability company, or other similar entity created by filing documentation with the secretary of state or similar office of any U.S. state or territory, or formed under the laws of a foreign country and registered to do business in the U.S. The CTA reporting obligations will therefore cover most entities, unless they fall within one of the following 23 narrow exceptions:
- Securities reporting issuer
- Governmental authority
- Bank
- Credit union
- Depository institution holding company
- Money services business
- Broker or dealer in securities
- Securities exchange or clearing agency
- Other Securities Exchange Act of 1934 registered entity
- Investment company or investment adviser
- Venture capital fund adviser
- Insurance company
- State-licensed insurance producer
- Commodity Exchange Act registered entity
- Accounting firm
- Public utility
- Financial market utility
- Pooled investment vehicle
- Tax-exempt entity
- Entity assisting a tax-exempt entity
- Large operating company
- Subsidiary of certain exempt entities
- Inactive entity
(See the FinCEN Beneficial Ownership Information Reporting FAQ for more information)
Who is a Beneficial Owner?
Reporting Companies must provide beneficial ownership information. A beneficial owner includes any individual who, directly or indirectly, either (1) owns at least 25% of the ownership interests of the Reporting Company or (2) exercises substantial control over the Reporting Company. An individual may have substantial control if they are a senior officer, have authority to appoint or remove certain officers or directors, or is considered an “important decision-maker” over the Reporting Company.
What type of Information does a Reporting Company or Beneficial Owner Provide?
A Reporting Company must report its legal name, any trade name(s), principal place of business, jurisdiction of formation or registration, and tax identification number. Reporting Companies must report each beneficial owner’s name, date of birth, residential address, and an identifying number from an acceptable identification document such as a U.S. driver’s license or passport.
Are Trusts Considered Reporting Companies and/or Beneficial Owners?
A trust may be considered a beneficial owner if it satisfies either the 25% ownership or substantial control tests. If a trust is considered a beneficial owner, the following individuals may also be considered beneficial owners:
- All trustees with the ability to dispose of trust assets;
- A grantor of a revocable trust;
- A grantor of a grantor trust with the right to substitute assets;
- A beneficiary who is the only person with a right to receive distributions of income and principal;
- A beneficiary who has a general power of appointment over the trust assets.
When Must I Report Beneficial Ownership to FinCEN?
Reporting Companies created in 2024 will have 90 Days to file beneficial ownership information with FinCEN. Reporting Companies already in existence prior to 2024 will have until December 31, 2024 to file. Reporting is achieved online through a secure filing system known as BOSS (Beneficial Ownership Secure System) accessed via FinCEN’s website at https://fincen.gov/.
What about Changes in Ownership or Inaccurate Reporting?
Future changes to beneficial ownership information of Reporting Companies must be reported to FinCEN within 30 days of the change becoming effective. Additionally, corrections to previously filed reports must be reported within 30 days of becoming aware of or having reason to know of an inaccuracy.
Who can access Beneficial Ownership Information?
FinCEN is required to maintain beneficial ownership information in a secure nonpublic database. FinCEN will permit Federal, State, local, and Tribal officials, as well as certain foreign officials who submit a request through a U.S. Federal government agency, to obtain beneficial ownership information for authorized activities related to national security, intelligence, and law enforcement.
What if a Reporting Company does not timely file its beneficial ownership Information?
A person who willfully fails to report beneficial ownership information to FinCEN may be subject to civil penalties of up to $500 each day the violation continues. Said person may also be subject to criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. Both individuals and corporate entities can be held liable for willful violations.
