Corporate Transparency Act (CTA): Navigating the New FinCEN Reporting Requirements

Attention Business Owners! Starting January 1, 2024, the Corporate Transparency Act (CTA) requires businesses to report their real owners to the Financial Crimes Enforcement Network (FinCEN). This legislation aims to prevent financial crimes by enhancing business ownership transparency. It's crucial for small and medium-sized businesses to understand and comply with the CTA to avoid heavy penalties for noncompliance.

Posted on March 10, 2024

The new reporting regulations were rolled out last year and became effective as of January 1, 2024. These regulations are important for all for-profit businesses, necessitating registration with the FinCEN and disclosure of all owners holding a minimum of 25% stake in the company. Ownership is defined broadly, encompassing equity, stock, voting rights, or interests in capital and profits.

Who is Affected by the CTA

The Corporate Transparency Act impacts a broad range of entities, focusing primarily on small to medium-sized for-profit businesses and certain legal structures required to disclose their beneficial ownership information. This includes corporations, limited liability companies (LLCs), and other entities registered in the United States, which must report the details of beneficial owners holding a significant stake or control in the company.

The Act applies to both new businesses, which need to report ownership information upon formation, and existing businesses, which have a specific compliance deadline. However, not every entity is subject to these rules. Larger corporations, publicly traded companies, and non-corporate entities like sole proprietorships and nonprofits are exempt. Additionally, businesses owned by trusts or similar legal structures face particular reporting requirements to identify beneficial owners within these frameworks.

Registration Deadlines and Details

For businesses established before January 1, 2024, the initial registration deadline is set for January 1, 2025. However, entities founded post-January 1, 2024, must register within 90 days from their inception date.

This registration is a one-off process. Post-registration, updates are required solely if there are modifications in ownership details or rectifications to the original submission. Such updates could include new business aliases (DBA), changes of the ownership structure, or changes in an owner's personal details like name, address, or tax identification numbers. Should there be any changes, the updated information must be submitted within 30 days of the occurrence.

Consequences of Non-Compliance

Non-compliance or providing false information could lead to severe repercussions, including hefty fines for each day of noncompliance and even criminal penalties, emphasizing the seriousness of these requirements.

Understanding Ownership Reporting for Trusts and Holding Companies

For entities owned by a trust, the CTA mandates the disclosure of beneficial owners who are either trustees, trust beneficiaries, or individuals with significant control over the trust's assets. This means that if a trust owns a significant portion (25% or more) of a business entity, the reporting must include details about the individuals who have substantial influence over the trust's decisions or who stand to benefit from the trust's assets.

The process becomes more complex when the ownership structure involves layered entities, such as a business owned by another business, which is then owned by a trust. In such cases, you must trace the chain of ownership to identify natural persons who ultimately have significant control or ownership interests.

District Court Ruling and Recent Developments

In the recent ruling by a federal district court in Alabama, the court declared the Corporate Transparency Act unconstitutional in National Small Business United v. Yellen. While the decision only applies to the plaintiffs in that case, it created some uncertainty in the business community as to the enforcement of the BOI reporting requirements for other business across the country, which were not involved in the lawsuit.

According to the American Institute of Certified Public Accountants (AICPA), despite the ruling, small businesses should continue filing BOI reports. While further developments and new legal actions can be expected in the near future, business owners should continue monitoring new developments regarding this issue as well as be aware of state-specific BOI reporting laws, like New York's LLC Transparency Act, that are not affected by this federal court decision.

Seek Professional Guidance to Ensure Compliance

For those who prefer a DIY approach to registration, you can do so directly at the Beneficial Ownership Information Reporting section on FinCEN's website. However, it is important to seek professional assistance to ensure that the registration is complete and all owners' identification documents are duly processed. Don't overlook this crucial legal obligation. Ensure your business complies with these new regulations to avoid potential penalties.