CORPORATE TRANSPARENCY ACT GOING INTO EFFECT JANUARY 1, 2024
NEW YORK - Starting on January 1, 2024, the Corporate Transparency Act (“CTA” or “Act”) legislation will go into effect and impact a wide range of corporations. Most significantly, the CTA introduces beneficial ownership reporting requirements for new and existing companies. The Act’s new reporting requirement or beneficial ownership information (BOI) refers to identifying information about certain individuals directly or indirectly owning or controlling a corporate entity.
The CTA reporting requirements will apply to corporations, limited liability companies, and other entities that fall within the Act’s definition of a “reporting company”. According to the CTA, reporting companies will fall into two categories: (1) domestic reporting companies and (2) foreign reporting companies.
Domestic reporting companies: These will include corporations, limited liability companies, and any other entities created by the filing of a document with a secretary of state or any similar office in the United States.
Foreign reporting companies: include entities (inclusive of corporations and limited liability companies) formed under the laws of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office.
The beneficial ownership information will be collected and accessed through the Financial Crimes Enforcement Network (FinCEN), a branch of the U.S. Department of the Treasury. By way of background, the CTA was passed originally passed in 2021 by Congress on a bipartisan basis. This act is a part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures. BOI will be stored in a secure, non-public database using rigorous information security methods and controls typically used in the Federal government to protect non-classified yet sensitive information systems at the highest security level. FinCEN will permit access to BOI to Federal, State, local, and Tribal officials on a bipartisan basis, and will work closely with those authorized to access BOI to ensure they understand their roles and responsibilities. The use of such information will be solely for authorized purposes, security, and confidentiality for assisting FinCEN.
ALL of Berlandi Nussbaum & Reitzas LLP’s (“BNR”) existing corporate clients (and new ones going forward) are going to have to comply, unless they fall into an exemption specified pursuant to the Act.
Nevertheless, a reporting company created or registered to do business before January 1, 2024 will have one year, or until January 1, 2025 to file its initial beneficial ownership information report. While a reporting company created or registered on or after January 1, 2024 will have 30 days to file its initial beneficial ownership information report. This 30-day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier.
Reportable information includes:
- The full legal name and any trade name or “doing business as” name of the Reporting Company;
- A complete current address;
- The State, Tribal, or foreign jurisdiction of formation or registration of the Reporting Company; and
- The IRS Taxpayer Identification Number (including Employer Identification Number)
According to Brian Berlandi, BNR’s corporate practice head, “the Corporate Transparency Act is going to impact virtually every one of our clients, and we will be here to help them through it”.