This is a reminder that the due date for Corporate Transparency Act (CTA) filings is approaching. For most companies formed or registered before January 1, 2024, the deadline to file is January 1, 2025. However, certain companies affected by recent hurricanes may qualify for a six-month extension, provided they meet specific criteria set by the Financial Crimes Enforcement Network (FinCEN). Companies formed or registered during 2024 have 90 days from formation or registration to file.
The CTA requires both domestic and foreign companies formed or registered to do business in the United States to report information about their beneficial owners and, if applicable, company applicants, to FinCEN, unless they qualify for one of the 23 exemptions.
Compliance with these reporting requirements is critical to avoid potential penalties.
Exemptions: Twenty-three types of entities are exempt from the beneficial ownership information reporting requirements. These entities include publicly traded companies, nonprofits, and certain large operating companies. A full list of exempt entities can be found at fincen.gov/boi
Who Must Report: If no exception applies, each reporting company must file a beneficial ownership report with FinCEN that includes identifying information for the reporting company itself, each “beneficial owner” and each “company applicant.” Companies formed before January 1, 2024, are not required to report company applicant information.
The CTA and final rules provide additional guidelines for determining ownership and substantial control. These definitions are highly fact-intensive and must be determined on a case-by-case basis. The CTA also makes clear that ownership can be direct or indirect, including through a trust or ownership or control of an intermediary entity. Furthermore, the CTA’s regulations include catch-all provisions indicating that ownership and substantial control may take other forms not specifically listed.
What Must Be Reported: The identifying information to be reported includes:
• For the reporting company, its full legal name and any assumed names, business street address, jurisdiction of formation and TIN/EIN; and
• For beneficial owners and company applicants, that person’s name, DOB, address, and a copy of an identifying document such as a driver’s license or passport.
Alternatively, beneficial owners and company applicants can submit the required information to FinCEN to obtain a unique “FinCEN identifier,” which can be used for reporting purposes rather than submitting their information to each reporting company.
Knowing or willful non-compliance with reporting requirements may result in penalties, including penalties for providing false or fraudulent information, as well as willful failure to report complete or updated information.
While there are some trusted third parties working on filing solutions for companies, please be aware of potential scams where third parties that are not authorized to collect or file this information reach out to you. You can find additional guidance materials and information by visiting www.fincen.gov/boi
Erin Harvey is the Vice-President & Compliance Officer at Lamar Bank & Trust Company in Lamar, Mo. She can be reached at [email protected].
