All U.S. entities need to know this! A new law goes into effect in less than two weeks. This law will require most business entities to file an information report on or before December 31, 2024. Failure to timely file may result in civil penalties of $500 per day. In some cases, criminal prosecution could result in a fine of up to $10,000 and/or imprisonment of up to 2 years.
The law is called the Corporate Transparency Act (“CTA”), and it goes into effect January 1, 2024. It is aimed at combatting money laundering. The CTA requires that certain entities submit information about their owners and any other individuals who have substantial control of the company in a report called a Beneficial Ownership Information Report (“BOI Report”). The information will be maintained by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) and will not be publicly available.
New entities created in 2024 must file initial BOI Reports within 90 calendar days of formation. Beginning January 1, 2025, new entities will have just 30 calendar days to file their initial BOI Report. For existing entities—companies existing prior to January 1, 2024, they must submit their beneficial owner information by January 1, 2025.
This law applies to all entity types that are formed by filing a document with a Secretary of State unless an exception is met. (A Texas trust and a Texas general partnership are examples of entity types that are not subject to the CTA because no filing with a Secretary of State is required for formation.)
There are 23 categories of entities that are exempt from the requirements of the CTA. Tax-exempt entities are exempt from the reporting requirements of the CTA. Most other exemptions apply to companies already subject to government oversight such as securities brokers, bank holding companies, and insurance companies. Large operating companies are also exempt because the principal targets of the CTA are shell companies used for illicit purposes. Therefore, legal entities that have at least 20 full-time employees in the U.S. and at least $5 million in gross receipts are generally not subject to the CTA.
For more information, read “Understanding the New Corporate Transparency Act” HERE.