What Every Small Business Needs to Know About the Corporate Transparency Act

The Corporate Transparency Act (CTA) is going into effect on January 1, 2024, impacting millions of small businesses across the U.S. Knowing the intricacies of this act and its potential impact is essential for small businesses. Otherwise, they may incur criminal or civil penalties for not filing or updating this report.

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What is the Corporate Transparency Act?

Enacted in 2021, the CTA aims to combat illicit activity including tax fraud, money laundering, and financing for terrorism by capturing more ownership information for specific U.S. businesses operating in or accessing the country’s market. Under the new legislation, businesses that meet certain criteria must submit a Beneficial Ownership Information (BOI) Report to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN), providing details identifying individuals who are associated with the reporting company.

The CTA was established to prevent individuals with malicious intent from hiding or benefitting from the ownership of their U.S. entities to facilitate illegal operations which, according to Congress, is a widely-used tactic that affects national security and economic integrity.

Who is considered a beneficial owner of a company?

According to the CTA, an individual qualifies as a beneficial owner if they directly or indirectly have a significant ownership stake in a company. This person either has a major influence on the reporting company’s decisions or operations, owns at least 25% of the company's shares, or has a similar level of control over the company's equity.

What information must be reported about a company’s beneficial owners?

The details that reporting companies need to include in the BOI report vary based on the date their business was established. Businesses registered or established post-January 1, 2024, must provide information regarding the business, its beneficial owners, and its company applicants — including owners’ and applicants’ (if applicable) names, addresses, birthdays, and identification numbers (such as a license or passport number), and the jurisdiction of the documents. However, businesses established before that date can omit information regarding company applicants.

All reporting companies must provide their legal name and trademarks, as well as their current U.S. address, which could be either the address of its main business site or, for foreign-based companies, their U.S. operational location. They’ll also need to provide a taxpayer identification number and specify the jurisdiction where they were formed or registered.

Though no annual reporting requirement has been set, the initial filing period is not the only time you’ll be required to submit information, according to Roger Harris, President of Padgett Business Services.

“In addition to the required initial filing, there are requirements to update the original filing when things change,” Harris told CO—. “Some of the things that require an updated filing are not things a business owner has ever thought were important to track, and the timeline to report these changes can be as short as 30 days.”

Harris noted that business owners may be surprised by some requirements for updated filings. For instance, if a beneficial owner changes their address, legally changes their name due to marriage or divorce, or obtains a new driver's license, it may necessitate an update to a company’s BOI report. Operational changes or a new delegation of authority could also qualify.

“If you make changes in the operation and delegation of duties within your business that could be considered to give a new person substantial control of your business, you could be required to update your filings, even if the person performing those duties did not own any of the business,” said Harris.

What is the beneficial ownership information reporting process?

Beginning January 1, 2024, reporting companies will have a limited time to file their initial BOI reports. For qualifying reporting companies established before the above date, the filing deadline is January 1, 2025. Those created between January 1, 2024, and January 1, 2025, will have 90 days from either the actual notice of formation or public announcement, whichever comes first, to file. Businesses established on or after January 1, 2025, will have 30 days from notification or public announcement of their formation to submit their first report to FinCEN.

Two types of reporting companies will be required to submit BOI reports: domestic reporting companies, including LLCs, corporations, and other entities formed through filing with a secretary of state or a comparable office in the U.S.; and foreign reporting companies that are registered to conduct business in the United States through filing with a secretary of state or an equivalent office.

Businesses will not incur a fee for submitting their reports, and electronic forms will be available on FinCEN’s website.

Where can business owners get help with their beneficial ownership information reports?

Though companies may opt to file their own BOI reports, Harris advised business owners against this.

“It may not be difficult to complete the forms, but with everything a small business owner must do to operate a successful business, I fear this is something that could be missed or not done [promptly],” Harris explained.

Instead, he recommends consulting a knowledgeable advisor, such as an attorney or an accountant, when filing the initial and/or updated reports to ensure they’re completed on time and to FinCEN’s standards.

“There are some issues in the law that could require an interpretation of certain facts to determine who is a beneficial owner that must be included in the filings,” Harris said. “If you find yourself in this situation, ... consult with an attorney to help you decide how your set of facts fits within this law.”

For those with a straightforward path, Harris believes an accountant or tax preparer may be sufficient. However, he cautioned that not all accounting and tax professionals will offer this service due to potential insurance policy limitations.

If you would like some more clarification or assistance about the Corporate Transparency Act, please don't hesitate to contact us. Marino & Marino, P.C. can guide any business owner through this process.