November 30, 2023

The Corporate Transparency Act of 2021 and Duty to Report


In 2021, Congress passed the Corporate Transparency Act (CTA). It was intended to combat money laundering, tax fraud and other illicit activities by capturing more information about specific entities operating in or accessing the US market. Every corporation (both for profit and some nonprofit), LLC, and other entity created by the filing of a document with a Secretary of State or similar office under the laws of a state or Indian tribe is required to file a Beneficial Ownership Information (BOI) report unless it qualifies for an exemption.

The new reporting requirements of the CTA go into effect on January 1, 2024.  If your entity fits the requirements and is not exempt, it must file a BOI report with the US Treasury Financial Crimes Enforcement Network (FinCEN). Also, it likely will need to increase due diligence and risk assessment activities.  Non-compliance can result in penalties and possible imprisonment.

Entities formed prior to January 1, 2024, must file the BOI report with FinCEN by January 1, 2025; entities formed between January 1, 2024, and December 31, 2024, will have 90 days after formation (just extended from 30 days) to file the BOI report with FinCEN; and entities formed on or after January 1, 2025, will have 30 days after formation to file the BOI report with FinCEN. Staying compliant with the law also will require frequent monitoring of changes within the entity and updates to the BOI report. Written notice to FinCEN of changes must be received by FinCEN within 30 days after the changes occur.

Jordan Ramis can help our clients understand the requirements and is prepared to assist our clients with their filing obligations.  We have included with this memorandum a Beneficial Ownership Information Reporting Filing Dates and a BOI Reporting-Key Questions prepared by FinCEN.

We encourage you to reach out as soon as possible to your attorney at Jordan Ramis to discuss your plan for compliance with the CTA and FinCEN reporting obligations.














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