By: Michael P. Sawicki, Esq.

Effective January 1, 2024, the Corporate Transparency Act (CTA) goes into effect which will require almost every legal entity incorporated, organized or registered in a state to disclose information related to its owners, officers and controlling persons with the Federal Crimes Enforcement Network (FinCEN). The intent of the CTA is to reduce terrorist financing, money laundering and any other illegal activities. The CTA provides criminal (a $10,000 fine or 2 years in jail) and civil penalties (up to $500 per day) for individuals who knowingly provide false or fraudulent information or who fail to comply with reporting requirements.

Companies who will be required to report under the CTA include domestic and foreign privately held entities. A domestic privately held entity is a corporation, limited liability company, or other entity formed by filing a document with the secretary of state or similar office under the laws of that state. A foreign entity includes any private entity formed under the laws of a foreign country that is registered to do business in any state in the US. There are certain exemptions for large operating companies, SEC reporting companies, insurance companies, tax exempt entities and subsidiaries of exempt companies. A large operating company is exempt if it employs more than 20 full time employees in the US with more than $5 million in gross receipts or sales and operates from a physical office in the US.

Reporting companies formed prior to January 1, 2024, will have one year to comply with the CTA by filing initial reports. Reporting companies created or registered on or after January 1, 2024, will have 30 days upon receipt of their creation or registration documents to file initial reports. FinCEN will be creating an online portal called the Beneficial Ownership Secure System to collect and store reports. Reports filed with FinCEN will not be available to the public or subject to the Freedom of Information Act.

Companies subject to the CTA will be required to provide identifying information for the beneficial owners of the reporting company which is an individual who directly or indirectly either exercises substantial control over a reporting company or owns or controls at least 25% of the ownership interests of a reporting company. The CTA provides factors for determining substantial control (subject to certain exemptions) including: (i) serving as a senior officer of the company, (ii) having authority over senior officers or a majority of the board of directors, (iii) having substantial influence over important decisions, or (iv) having any other type of substantial control over the company.

Companies will be required to report all identifiable information regarding the company as well as the name, DOB, home address, US passport or driver’s license number and an image of the document for each beneficial owner of the company.

Now is the time to review and update your company’s compliance plan and determine if you will be subject to the CTA.

If you have any questions or would like to get more information regarding the Corporate Transparency Act, please contact Batoff Associates, P.A. at 410-864-6211.