Urgent Notice for Business Owners: Corporate Transparency Act (CTA) BOIR Reporting Requirements – Only Three Months Until the January 1st Deadline
The clock is ticking for business owners across the U.S. as the January 1, 2024 deadline for compliance with the Corporate Transparency Act (CTA) is quickly approaching. This new federal requirement has introduced significant reporting obligations through the Beneficial Ownership Information Reporting (BOIR) system, impacting millions of businesses. With only three months remaining, it’s crucial for business owners to understand the reporting requirements to avoid steep penalties and ensure compliance.
What is the Corporate Transparency Act (CTA)?
The CTA, enacted by Congress in 2020 as part of the Anti-Money Laundering Act, aims to combat illicit financial activities such as money laundering and terrorist financing. It requires most corporations, limited liability companies (LLCs), and similar entities to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). The purpose is to increase transparency regarding who actually owns and controls these entities, making it more difficult for bad actors to exploit anonymous companies for illegal purposes.
Who Needs to Report?
ALMOST EVERYONE!
Any and all U.S.-based businesses will be required to report under the CTA unless they fall under one of the specific exemptions. The most common entities subject to BOIR reporting are:
Corporations
LLCs
Limited Partnerships
Other similar entities created by filing with a state or tribal authority
However, certain entities are exempt from this requirement, including *certain large operating companies (those with 20+ full-time employees, over $5 million in gross revenue in prior tax-reporting years, as well as an established operating presence in the U.S.), regulated financial institutions, tax-exempt entities, and inactive entities that meet specific criteria.
What Information Needs to Be Reported?
Entities subject to the CTA must provide detailed information about their "beneficial owners," which includes individuals who directly or indirectly own or control at least 25% of the entity, or who exercise substantial control over the business. The required information includes:
Full legal name
Date of birth
Current residential or business address
A unique identifying number from a passport, driver’s license, or other government-issued ID
This data must be submitted to FinCEN’s Beneficial Ownership Information (BOI) reporting system. It’s important to note that any changes to beneficial ownership information must also be reported within 30 days of the change.
Penalties for Non-Compliance
Failure to comply with the CTA reporting requirements can lead to severe consequences. Business owners who do not meet the January 1, 2024 deadline risk facing civil penalties of up to $500 per day for each day the violation continues. In more serious cases, criminal penalties may apply, including fines of up to $10,000 and imprisonment for up to two years.
Given the complexity of these rules, business owners are encouraged to act swiftly to understand their obligations under the CTA and ensure timely compliance.
Steps Business Owners Should Take Now
With just three months remaining until the January 1st deadline, here are the essential steps business owners should take to ensure compliance:
Determine if Your Business is Subject to BOIR Requirements
Review the exemptions and confirm whether your business must report under the CTA. Most small businesses, startups, and LLCs will likely need to comply.Identify Beneficial Owners
Determine who qualifies as a beneficial owner within your company. This includes anyone with a 25% ownership interest or who exercises substantial control over the entity.Collect Required Information
Gather the necessary details for each beneficial owner, including name, date of birth, address, and an identifying number from a government-issued document.Prepare for BOIR Submission
Familiarize yourself with FinCEN’s BOIR system and prepare to submit the required information before the deadline.Consult Legal or Compliance Professionals
Due to the complexity of the CTA, it’s advisable to consult with legal or compliance experts to ensure you understand your business's reporting obligations and avoid penalties.
Final Reminder
The January 1, 2024 deadline is fast approaching, and the consequences for missing it are significant. Whether your business is a corporation, LLC, or another entity, it is vital to assess your CTA reporting obligations immediately. Early preparation will not only help you avoid penalties but also allow you to focus on your business operations without last-minute compliance issues.
For more information, please consult with a trusted business attorney, schedule a consultation with us, and/or visit FinCEN’s official website prior to the deadline.