Do I need to file a report under the
Corporate Transparency Act?
UPDATE: On February 27, 2025, FinCEN announced it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information reports pursuant to the Corporate Transparency Act by the current deadlines. On March 2, 2025, the U.S. Department of Treasury made a similar announcement. At this time, there is no obligation to file beneficial ownership information reports. We will advise you of any subsequent changes.
By now, you likely have heard or read about the Corporate Transparency Act (the “Act”) and its requirement that companies, such as corporations, limited liability companies and limited partnerships, provide information regarding their beneficial owners to the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The reporting form is available on FinCEN’s website: https://boiefiling.fincen.gov/. Companies formed on or after January 1, 2024, have ninety (90) days after formation to file the report with FinCEN. Companies formed before January 1, 2024, have until January 1, 2025 to file the report with FinCEN.
The penalties for failing to comply with the Act include (i) a $500 per day penalty until the violation is remedied and (ii) up to two years imprisonment for willful violations. Given the penalties for noncompliance, we recommend you make proper plans in 2024 to comply with the Act. Because the Act is a new law that is being implemented now, there may be questions or scenarios that require detailed legal analysis.
If you wish to engage us for legal work, please contact us as soon as possible. If you are contacting us for the first time about the CTA after September 1, 2024, we cannot guarantee we will have the capacity to complete the legal work by the required deadline.
Disclaimer: The information provided in this notice does not, and is not intended to, constitute legal advice to you. Instead, all of the foregoing information is for general informational purposes only. Unless there is a written engagement letter or other specific written agreement or confirmation between us regarding such matters, FreelandLaw LLP (i) is not representing you as legal counsel on matters related to the Act and (ii) will not file any documents for you to comply with the Act.