New Compliance Alert! The Corporate Transparency Act is Now in Effect
Effective January 1, 2024, all businesses conducting and engaging in business within the United States, have one more requirement to add to their list.
The Corporate Transparency Act (“CTA”), was passed by Congress in 2021, and recently took effect January 1, 2024.
What is it? The Act requires businesses to report their “beneficial owners” to the government through a Beneficial Ownership Information (BOI) report. A “beneficial owner” is someone who owns 25% or more of the business or exercises substantial control over it. The reports are made to the United States Treasury Department’s Financial Crimes Enforcement Network (FinCEN), which has been tasked with maintaining a national registry of beneficial owners of the reporting companies.
Why was this passed? The Act is Congress’ attempt to prevent money laundering, terrorism financing, tax fraud, and other illicit activities including human and drug trafficking and securities fraud (aka prevent shell corporations and hiding money). While shell corporations are not illegal, they can be used to engage in activities that shield entities from legal liability, which is disfavored by the government and courts. Certain circumstances actually benefit from the use of a shell corporation, i.e. where companies seek to take advantage of doing business “offshore.” However, the “bad actors” who abuse this business structure have used such strategies for personal gain and, according to the government, hide from legal liability.
Who does it effect? The new reporting requirement affects all businesses, corporations, and LLCs, no matter how big or small. It also affects non-US entities that are registered to conduct business with any state or territory within the United States.
How do you comply? To remain in compliance with the reporting requirement, business must file the report by year end of 2024. If you create a business this year, 2024, but before January 1, 2025, you will have 90 calendar days after receiving notice of the company’s creation or registration to file the initial BOI report. Notice is actual notice received or public notice by the secretary of state, whichever is earlier. Failure to comply could lead to financial penalties or jail time. Such penalties include felony convictions, $500 daily (for every day of non-compliance) penalty up to $10,000, up to two years in prison.
If your business has any questions on this topic or any other matters, please do not hesitate to contact the attorneys at The Royal Law Firm at 413-586-2288.
