Information and guidance regarding Beneficial Ownership Information Reporting under the Corporate Transparency Act. Click here for the latest updates.
The Corporate Transparency Act (CTA) requires an estimated 32.6 million US and foreign entities to report information about their owners to FinCEN, a bureau of the US Treasury Department. While public companies, regulated entities, and charitable institutions are largely exempt, most private companies, including many startup companies, fall within the reporting mandate. The goal of this new mandate is to discourage money laundering and other financial crimes that benefit from anonymity.
Entities comply by filing “Beneficial Ownership Information” (BOI) reports online, disclosing key identifying informationnot only about the entity but also about certain individuals who own and control the entity. Determining which individuals to reportwill be a simple matter for many covered entities but quite complex for other entities, depending on the number and nature of the owners and controlling persons. Individuals may opt to limit the circulation of their personal information by obtaining a FinCEN ID.
The CTA mandates have been the subject of several conflicting rulings in US courts. On December 3, 2024, a US District Court judge (Eastern District of Texas) ruled the CTA unconstitutional and issued a nationwide preliminary injunction against its enforcement. Subsequent litigation has produced a seesaw of rulings on whether and when the CTA reporting mandate will resume. The guidance from FinCEN as of January 24 was that the mandate has been suspended—for now. This obviously is subject to change depending on future court rulings.
We at Verrill are available to advise entities regarding CTA compliance, and we have assembled a set of materials and resources, which are referenced below.
Latest Updates from Verrill:
- Status of CTA Reporting Rule as of January 24, 2025
- CTA Filing Obligations Have Been Reinstated—January 1, 2025 Deadline Pushed to January 13 for Most
- CTA Filing Deadlines Suspended (For Now)
- CTA Check-in (October 9, 2024)
- Assessing Your CTA Status: Five Suggested Steps
- Constitutional challenge to the CTA
Verrill Resources:
- Filing a BOI Report Online: A Step-by-Step Guide
- Corporate Transparency Act—Overview and Initial Steps to Be Taken
- How the CTA Affects Startup Companies
- Determining Whether Your Entity is a Reporting Company: Selected Issues
- Who Must Be Reported as Beneficial Owners of a Reporting Company?
- Corporate Transparency Act—Considerations Affecting Entities That Are Exempt or Excluded from Reporting Company Status