ARTICLE
17 October 2024

Why The CTA Should Be At The Top Of Your End-of-Year Checklist

KG
K&L Gates LLP

Contributor

At K&L Gates, we foster an inclusive and collaborative environment across our fully integrated global platform that enables us to diligently combine the knowledge and expertise of our lawyers and policy professionals to create teams that provide exceptional client solutions. With offices spanning across five continents, we represent leading global corporations in every major industry, capital markets participants, and ambitious middle-market and emerging growth companies. Our lawyers also serve public sector entities, educational institutions, philanthropic organizations, and individuals. We are leaders in legal issues related to industries critical to the economies of both the developed and developing worlds—including technology, manufacturing, financial services, health care, energy, and more.
The time has come to finalize those end-of-year checklists and for anyone with US entities, foreign entities doing business in the United States, or for those who are planning...
United States Corporate/Commercial Law

The time has come to finalize those end-of-year checklists and for anyone with US entities, foreign entities doing business in the United States, or for those who are planning to form or register entities to do business in the United States, the United States Corporate Transparency Act (CTA) should be at the top of the list. This includes investment advisers and funds that they manage.

Effective on 1 January 2024, the CTA requires all newly formed and currently existing “Reporting Companies” (as defined in the CTA) to provide certain ownership and control information to the Financial Crimes Enforcement Network (FinCEN). While Reporting Companies formed on or after 1 January 2024 have had a 90 day window to report to FinCEN, Reporting Companies in existence prior to the beginning of 2024 were given the remainder of the year to comply with the CTA requirements.

However, as we quickly approach year end, that compliance window continues to shorten, Reporting Companies should ensure that they have positioned themselves to meet the 1 January 2025 filing deadline. We note that the analysis for reporting under the CTA can be complex and time consuming and one that must be done on an entity-by-entity basis. FinCEN has said that it cannot rule out potential technical issues or website outages due to the expected high volume of filings the last two weeks of the year. FinCEN's stated position is that a potential failure or difficulties of their system to accept filings for technical reasons will not excuse late filings. As such, the CTA should remain a priority well before the last few weeks of the year to allocate sufficient time to determine which entities may be Reporting Companies and to prepare any required filings, and we are encouraging our clients to file sooner rather than at the last minute.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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