DEADLINE FOR CTA COMPLIANCE FOR BUSINESS ENTITIES FORMED PRIOR TO JANUARY 1, 2024

As we have previously advised, reporting requirements under the Corporate Transparency Act (“CTA”) became effective as of January 1, 2024. Under the CTA, most business entities are deemed “Reporting Companies” requiring registration with the US Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). That registration requires submission to FinCEN of a Beneficial Ownership Information Report (“BOI Report”) from the Reporting Company’s “Beneficial Owners.” Reporting Companies formed prior to January 1, 2024, must file their BOI Report with FinCEN on or before December 31, 2024. A Reporting Company’s failure to file a BOI Report could result in significant civil and criminal penalties.

If you have at least a 25% ownership interest in, or significant management control of, a business entity, you are responsible for ensuring compliance with the CTA, including whether that business entity is required to file a BOI Report, whether there is an applicable CTA exemption, and ensuring that any beneficial ownership information provided to FinCEN in any BOI Report is complete and accurate. If you determine that a BOI Report is required, we encourage you to file this report with FinCEN as soon as possible in the October/November time frame, thereby avoiding any year-end delays in processing your filing. You may refer to https://www.fincen.qov/boi for the latest governmental information on CTA filing requirements. Please also see our earlier CTA postings on our website for guidance. If you require assistance regarding whether a CTA exemption may apply, and/or a determination of who are the beneficial owners, with respect to a particular entity (e.g., an entity with a complex ownership structure), please feel free to reach out to us no later than the end of October to ensure timely assistance with your request and to allow you to make any necessary filings timely.

You can file a BOI Report directly with FinCEN at https://boiefilingfincen.qov/ or contact a third-party vendor to file the report on your behalf. We do not provide that service. Once filed, you remain responsible to stay informed regarding any changes to CTA rules, regulations, and requirements and update BOI Reports as required under the CTA.

If you have any questions, please contact Keith Clark (kclark@shumakerwilliams.com); Martin B. Ellis (mellis@shumakerwilliams.com); or Summer Pannizzo (spannizzo@shumakerwilliams.com), or contact us at www.shumakerwilliams.com.

This article was written by Martin B. Ellis, Esq. For more information regarding the BOI filing requirements under the Corporate Transparency Act, see Marty’s next post on this issue here.

The information contained herein is provided for general informational purposes only and may not reflect the current law in your jurisdiction. No information contained in this blog should be construed as legal advice from Shumaker Williams P.C. or the individual author, nor is it intended to be a substitute for legal counsel on any subject matter. This blog is current as of the date of original publication.