Corporate Transparency Act (CTA) Compliance
This page provides critical information about the Corporate Transparency Act (CTA) and the new Beneficial Ownership Information (BOI) registry, which requires certain businesses in the United States to report ownership and control details to the federal government.
UPDATED COURT RULING (March 21, 2025)
BOI Reporting Removed for U.S. Companies and Persons
The Financial Crimes Enforcement Network (FinCEN) announced that, consistent with the Department of the Treasury’s March 2, 2025, announcement, it is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.
In that interim final rule, FinCEN revises the regulatory definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements. Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN.
However, foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines. These foreign entities will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.
Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:
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Reporting companies registered to do business in the United States before the date of publication of the interim final rule must file BOI reports no later than 30 days from that date.
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Reporting companies registered to do business in the United States on or after the date of publication of the interim final rule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
In accord with its prior notices and the Department of the Treasury’s March 2, 2025, announcement, FinCEN is applying all exemptions and deadline extensions in the interim final rule as of today, in advance of formal publication in the Federal Register, and will further not enforce any beneficial ownership reporting penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners.
Read more here.
Corporate Transparency Act (CTA)
What is the Corporate Transparency Act (CTA)?
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The CTA was enacted in 2021 to combat illicit financial activities such as money laundering, drug trafficking, terrorism, and corruption. It requires reporting companies to disclose information about individuals who own or control the entity. This initiative strengthens national and economic security while creating a level playing field for small businesses.
Who Needs To File?
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Most companies doing business in the U.S. are required to report. While there are exemptions, our clients are unlikely to qualify for these exemptions.
Key Deadlines
Existing Companies: Entities formed or registered before January 1, 2024, must file by January 1, 2025.
Newly Created or Registered Companies: Entities formed or registered in 2024 must file within 90 calendar days of their creation or registration becoming effective.
What is Required?
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To complete your BOI report, gather the following information:
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Entity Details: Name, state of formation, and business address.
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Tax Identification: EIN number.
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Beneficial Owner Identification: A copy of the front of each beneficial owner's driver’s license.
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A beneficial owner is someone who:
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Directly or indirectly owns or controls 25% or more of the company’s ownership interests, or
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Exercises substantial control over the company.
How to File?
Filing is simple, secure, and free. Follow these steps:
Visit FinCEN’s BOI Filing Portal.
Select “File an Online BOIR.”
Follow the guided prompts, using the “Need Help” buttons for additional instructions.
Important: Be cautious of third-party solicitations and misleading websites. Always use the official FinCEN link provided above
Security of Your Information
Reports are securely maintained by the Department of the Treasury’s financial crimes wing. Only state and federal law enforcement can access this information, and nothing becomes public.
Compliance is Crucial
Failure to comply with the CTA filing requirements carries steep penalties:
$591 per day for noncompliance.
Criminal penalties of up to $10,000 or 2 years imprisonment for intentional violations.
Additionally, updates or corrections must be submitted within 30 days to avoid penalties.
Why it Matters
A centralized BOI database closes financial loopholes that allow illicit activities and strengthens the security of law-abiding businesses like yours. Filing is a one-time process unless updates are necessary, making compliance straightforward for most business owners.
We are Here to Help!
While we do not provide preparation services for this reporting requirement, we encourage you to:
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File your report directly through the FinCEN Portal.
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Contact your legal counsel for further assistance.
Once you’ve completed your BOIR filing, please:
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Submit a copy to our office for our records.
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Keep a copy with your important business documents.
Deadline to File
December 31, 2024
Don’t wait—ensure your compliance today to avoid penalties!
Disclaimer
This information is for general guidance only and does not constitute legal advice. For specific concerns, please consult your legal counsel.
If you have any questions or need further clarification, feel free to contact us directly. Let’s work together to keep your business compliant and secure!
