The Corporate Transparency Act (CTA) imposes far-reaching new reporting obligations on many U.S. businesses, and the penalties for non-compliance are substantial. With only a few months left before the January 1, 2025, deadline to file your initial beneficial ownership reports for existing entities, we urge you to act now to comply with the new regulations.
Reporting Requirements: What You Need to Know
The CTA imposes reporting requirements on a variety of entities, including LLCs and corporations formed or registered to do business in the United States, which must submit detailed beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). This includes identifying individuals who exercise substantial control over or own, directly or indirectly, at least 25% of the entity. While some entities may qualify for an exemption, most will be required to file a beneficial ownership report.
Who Must File
The CTA applies broadly to entities formed or qualified to do business in the U.S. Entities exempt from filing include large operating companies, government entities, tax-exempt organizations, and publicly traded companies. If your entity was formed prior to January 1, 2024, and is not exempt, you must file the entity’s initial report by January 1, 2025, or face potential penalties. Entities formed during 2024 must file their reports within 90 days of formation, and entities formed after 2024 must file within 30 days of formation.
Risks and Penalties for Non-Compliance
Non-compliance can result in significant legal and financial consequences. Entities that fail to file accurate beneficial ownership information by the deadline may face substantial civil and criminal penalties. Civil penalties may include fines of up to $500 per day for each day the violation continues, while criminal penalties may involve fines of up to $10,000 and imprisonment for up to two years for willful violations, such as filing false, fraudulent, or incomplete data.
Beyond financial penalties, non-compliance may also expose businesses to further scrutiny from federal enforcement agencies, thereby increasing regulatory burdens. With such significant risks, ensuring full and timely compliance is essential.
Preparation Is Key
With the year-end reporting deadline fast approaching, now is the time to comply. The reporting process may take longer than expected, particularly for businesses unfamiliar with these new obligations and those with complex entity structures. Early preparation, including obtaining FinCEN Identifiers, will help ensure that you meet the deadline and avoid potential compliance issues arising from delays.
To learn more, read FinCEN’s Small Entity Compliance Guide and Frequently Asked Questions.
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