By January 1, 2025, the Corporate Transparency Act (CTA) requires all entities formed or registered in the United States to report certain Beneficial Ownership Information (BOI) to the US Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) unless the entities qualify for a specific exemption under the CTA. The CTA filing requirements apply to all entity types - including corporations, LLCs and LPs - and many of these entities will likely not qualify for an exemption.
Unless exempt from the CTA's reporting requirements, a company formed or first registered prior to January 1, 2024, must file its initial BOI report by January 1, 2025; a company formed or first registered between January 1, 2024, and January 1, 2025, must file its initial BOI report within 90 days of formation or registration; and a company formed or first registered on or after January 1, 2025, must file its initial BOI report within 30 days of formation or registration. Corrected or updated information must be filed within 30 days of any changes. These filing deadlines apply to all non-exempt entities that existed or were registered in the US at any time after January 1, 2024, even if the entities were dissolved before the filing deadline.
Failure to timely report complete and accurate information to FinCEN may result in civil and criminal penalties.
If you have formed an entity in the United States, registered a foreign entity in the United States, or intend to do so, you may have BOI reporting obligations this year.
Steptoe can help. We can advise you as to whether an entity is a "reporting company" or exempt from the BOI reporting requirements and what information should be included in a BOI report. We can also advise you on the preparation and filing of initial, corrected, or updated BOI reports.
It is important to note, however, that each reporting company has initial and ongoing reporting obligations, regardless of whether Steptoe or any other firm provided any assistance in the formation of the entity.
Please see below for a link to our blog post that provides more information on the CTA and BOI reporting requirements, as well as a registration link for our on-demand complimentary Steptoe webinar "What You Need to Know About the CTA: A Refresher."
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.
