In 2021, the Corporate Transparency Act (“CTA”) was enacted as part of the Anti-Money Laundering Act of 2020 in an effort to crack down on illicit finance and increase transparency as to who owns interests in various entities or is involved in their formation. The CTA establishes a beneficial ownership reporting requirement for most corporations, limited liability companies and other entities created or registered to do business in the United States (“Reporting Companies”).
NEW REQUIREMENTS FOR REPORTING COMPANIES
The CTA requires each Reporting Company to report information to the U.S. Treasury’s Financial Crimes Enforcement Network (“FinCEN”) about (i) the Reporting Company, (ii) individuals who exercise substantial control over the Reporting Company, (iii) certain direct and indirect owners of the Reporting Company, and (iv) with respect to Reporting Companies formed or registered on or after January 1, 2024, “company applicants”.
For Reporting Companies created or registered before January 1, 2024, these reports must be filed by January 1, 2025.
For Reporting Companies created or registered on or after January 1, 2024, and before January 1, 2025, these reports must be filed within 90 days of receiving actual or public notice of creation or registration, whichever is earlier.
For Reporting Companies created or registered on or after January 1, 2025, these reports must be filed within 30 days of receiving actual or public notice of creation or registration, whichever is earlier.
RELIEF PROVIDED TO VICTIMS OF HURRICANE HELENE AND HURRICANE MILTON
On October 29, 2024, FinCEN issued notices extending the filing deadlines to submit certain beneficial ownership information (“BOI”) reports for certain Reporting Companies in response to Hurricane Helene and Hurricane Milton. To qualify, a Reporting Company must have a BOI reporting deadline falling within the period beginning one day before the date the specified disaster began – as indicated by the Federal Emergency Management Agency (FEMA) – and ending 90 days after that date (the “Covered Period”). A Reporting Company also must be located in an area that is designated both by FEMA as qualifying for individual or public assistance and by the Internal Revenue Service (IRS) as eligible for tax filing relief. If a Reporting Company qualifies for the relief, then the Reporting Company will receive an additional six months to submit BOI reports that were otherwise due during the Covered Period. For example, if the initial BOI report of a Reporting Company that qualified for relief due to Hurricane Milton was due by January 1, 2025, then such Reporting Company’s initial BOI report is now instead due by July 1, 2025. The notice issued for Hurricane Helene may be found here. The notice issued for Hurricane Milton may be found here.
If you have questions concerning BOI reporting requirements, you may contact Trenam Law at cta@trenam.com. Please note Trenam Law will only file a BOI report on a client’s behalf if Trenam Law has agreed to do so pursuant to a specific written engagement.
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