Corporate Transparency Act - Reporting Requirements

The Corporate Transparency Act (CTA) became effective on January 1, 2024. The purpose of the legislation is to combat money laundering, terrorism financing, tax fraud, and other illicit activities. The law requires any U.S. company or foreign entity registered to do business in the U.S. to provide Beneficial Ownership Information (BOI). The Managers and/or Directors of the reporting companies are responsible for filing the BOI with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN).

The CTA requires newly formed reporting companies (formed in 2024) to submit their BOI within 90 days of formation. For reporting companies formed prior to 1 January 2024, the reporting deadline to submit beneficial ownership information is January 1, 2025. Failure to comply will subject the company to significant penalties, including a $500 per day civil penalty and up to a $10,000 criminal fine and/or up to 2 years imprisonment.

On March 1, 2024, a federal district court in Alabama held the CTA was unconstitutional and enjoined the U.S. Department of the Treasury from enforcing the act but only for the named plaintiffs. In response, FinCEN announced that they will not enforce the CTA against the plaintiffs in the Alabama District Court case (National Small Business United v. Yellen). As of today, the CTA remains in effect for all other entities. We will continue to monitor subsequent developments and provide further updates.

For more information, about the practical considerations and requirements, please review our Key Facts sheet.

Finally, we want to remind you the information in this letter is based on the latest information available to us as of the date of this notice. There could be significant changes to this law as litigation makes its way through the court system. Such changes may significantly change deadlines, reporting requirements, and obligations under the CTA. Please keep in mind these changes may make some of the information in this letter obsolete.

i This notice is not intended to be comprehensive or to provide any advice, and it should not be relied upon or used as a basis for any business decisions or for determining your business' obligations. The sole purpose of this notice is to notify you about the CTA's existence so that you can discuss the CTA's effects on you and your business with an attorney.

Corporate Transparency Act - Reporting Requirements

The Corporate Transparency Act (CTA) became effective on January 1, 2024. The purpose of the legislation is to combat money laundering, terrorism financing, tax fraud, and other illicit activities. The law requires any U.S. company or foreign entity registered to do business in the U.S. to provide Beneficial Ownership Information (BOI). The Managers and/or Directors of the reporting companies are responsible for filing the BOI with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN).

The CTA requires newly formed reporting companies (formed in 2024) to submit their BOI within 90 days of formation. For reporting companies formed prior to 1 January 2024, the reporting deadline to submit beneficial ownership information is January 1, 2025. Failure to comply will subject the company to significant penalties, including a $500 per day civil penalty and up to a $10,000 criminal fine and/or up to 2 years imprisonment.

On March 1, 2024, a federal district court in Alabama held the CTA was unconstitutional and enjoined the U.S. Department of the Treasury from enforcing the act but only for the named plaintiffs. In response, FinCEN announced that they will not enforce the CTA against the plaintiffs in the Alabama District Court case (National Small Business United v. Yellen). As of today, the CTA remains in effect for all other entities. We will continue to monitor subsequent developments and provide further updates.

For more information, about the practical considerations and requirements, please review our Key Facts sheet.

Finally, we want to remind you the information in this letter is based on the latest information available to us as of the date of this notice. There could be significant changes to this law as litigation makes its way through the court system. Such changes may significantly change deadlines, reporting requirements, and obligations under the CTA. Please keep in mind these changes may make some of the information in this letter obsolete.

i This notice is not intended to be comprehensive or to provide any advice, and it should not be relied upon or used as a basis for any business decisions or for determining your business' obligations. The sole purpose of this notice is to notify you about the CTA's existence so that you can discuss the CTA's effects on you and your business with an attorney.