The Corporate Transparency Act (“CTA”) was enacted by Congress on a bipartisan basis on January 1, 2021, as part of the National Defense Authorization Act. The CTA seeks to prevent and combat money laundering, terrorist and proliferation financing, serious tax fraud, and other financial crimes by making it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque structures. Among other reforms, the CTA requires most corporations, limited liability companies, and other similar entities formed or registered to do business in the United States to report information about their beneficial ownership to the Financial Crimes Enforcement Network (FinCEN), a bureau within the U.S. Department of Treasury.
What entities are required to file reports with FinCEN?
The CTA’s reporting requirements apply to corporations, limited liability companies, and other entities created by filing a document with the Department of Financial Institutions or a similar office in another state (such as a secretary of state’s office). The CTA refers to these entities as domestic reporting companies. The CTA’s reporting requirements also refer to entities formed in another country that have registered to do business in the United States by filing a document with the Department of Financial Institutions or a similar office in another state. The CTA refers to those entities as foreign reporting companies.
Several types of entities are exempt from these reporting requirements, including tax-exempt entities. The FinCEN resources below provide more information on reporting requirements and exemptions.
When does the CTA take effect?
A domestic reporting company formed prior to January 1, 2024 must file its initial report with FinCEN by January 1, 2025.
A domestic reporting company formed during calendar year 2024 must file its initial report with FinCEN within 90 calendar days of the date it first receives direct or public notice that its formation has become effective.
Where can I get more information on this topic?
This information is provided on behalf of the Department of the Treasury and FinCEN, which administers the CTA’s reporting requirements. Visit the webpages below or contact FinCEN for more information:
FinCEN’s beneficial ownership information webpage
FinCEN’s small entity compliance guide
FinCEN’s FAQs
FinCEN email – [email protected]
FinCEN’s Regulatory Helpline: 1-800-767-2825
FinCEN’s contact form
Please note that Batley CPA, LLC does not offer FinCEN BOI reporting or compliance services and we are unable to answer specific questions regarding compliance requirements. We are providing this information as a courtesy to make you aware of your obligation to report under the CTA. Compliance with the CTA is a legal matter. Questions regarding specifics of the CTA should be directed to the Department of the Treasury Financial Crimes Enforcement Network (FinCEN) or to your attorney.
