The Corporate Transparency Act

The Corporate Transparency Act (the “Act”), which became effective on January 1, 2024, requires corporations, limited liability companies, and limited partnerships created or registered to do business in the United States (a “Reporting Company”) to identify its beneficial owners by filing a Beneficial Ownership Information Report (“BOIR”) with the Financial Crimes Enforcement Network (“FinCEN”), unless the Reporting Company is exempt. A list of Reporting company exemptions can be found in Chapter 1 of the FinCEN’s Small Entity Compliance Guide using this link: www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf.

For Reporting Companies formed prior to January 1, 2024, the deadline to file the BOIR is December 31, 2024.

For Reporting Companies formed between January 1, 2024, and December 31, 2024, the deadline to file the BOIR is 90 days after the date the initial registration document is filed with a Secretary of State.

For Reporting Companies formed after December 31, 2024, the deadline to file the BOIR is 30 days after the date the initial registration document is filed with a Secretary of State.

Reporting Companies are required to submit to FinCEN: (i) basic company information (business name, address, state of formation, EIN), and (ii) information for each “Beneficial Owner” (full legal name, date of birth, home address, passport no., driver’s license no., or other form of identification, including an image of such ID). A “Beneficial Owner” of an entity is an individual who owns or controls at least twenty-five percent (25%) of the ownership interests of a Reporting Company OR exercises substantial control over a Reporting Company. Examples of an individual who might be a beneficial owner through substantial control include (i) a senior officer of a corporation or a manager of an LLC, (ii) an individual who has the authority to appoint or remove certain officers or directors, (iii) an individual who is an important decision-maker, (iv) a trustee, trustor or beneficiary of a Trust; or (v) an individual who has any other form of substantial control.

For Reporting Companies formed after January 1, 2024, the BOIR will also need to disclose information on the Company Applicant. A “Company Applicant” is the person who directly files or who was primarily responsible for directing or controlling the filing of a registration document with a Secretary of State that creates a Reporting Company (i.e., the filing attorney).

A FinCEN identifier (a “FinCEN ID”) is a unique identifying number FinCEN will issue to an individual or a Reporting Company upon request. For Reporting Companies, this request is made at the time that the initial BOIR is filed for the Reporting Company. For Reporting Companies that are Beneficial Owners of other Reporting Companies (e.g., holding companies), it is highly recommended that such Reporting Companies obtain a FinCEN ID.

To avoid providing personal information for the completion of a BOIR, individuals may obtain their own FinCEN ID before a Reporting Company files its BOIR. To obtain a FinCEN ID the individual will first set up a login.gov account at https://login.gov/create-an-account/, and then access the FinCEN ID application at https://fincenid.fincen.gov and log in using the individual’s login.gov account information. An individual’s FinCEN ID is provided immediately upon completing the FinCEN ID application. The individual will use/provide this FinCEN ID for completion of the BOIR by the Reporting Companies of which the individual is a Beneficial Owner. For individuals who are Beneficial Owners in multiple reporting entities, it is highly recommended that such individuals obtain a FinCEN ID.

Reporting Companies file the BOIR electronically using FinCEN’s online, secure filing system at: https://boiefiling.fincen.gov. There is no filing fee.

If there is any change to the information previously provided on a BOIR, an updated BOIR must be filed no later than 30 days after the date on which the change occurred.