Category: Corporate Transparency Act
Corporate Transparency Act Part III; Exemptions & Reporting Requirements. DOES YOUR COMPANY HAVE TO REPORT?
June 28, 2023 | Carole Clark Isakson
This article is one in a continuing series of articles on the soon to be effective Corporate Transparency Act. Many entities will need to comply with reporting obligations under the Act or face significant penalties. Read all of these articles on the firm website. The Corporate Transparency Act (CTA), signed into law in January 2021, requires certain companies to report their beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury. The purpose of this legislation is to increase transparency in the corporate sector and help combat illegal activities such as money laundering, terrorism financing, and tax evasion. The CTA requires that certain entities, known as “reporting companies,” provide information to FinCEN. Reporting companies are defined as any corporation, limited liability company, or other similar entity that is created by filing a document with a secretary of state or similar office under the laws of a state or Indian tribe, or a similar entity formed under the laws of a foreign country and registered to do business in the United States. The information that must be included has been covered in prior blogs and will be addressed in greater detail in future blogs. Our focus here is on WHO must report – not every…
Read MoreCorporate Transparency Act Part 2 Beneficial Owner – Exercising Substantial Control
April 14, 2023 | Georgia Kellogg
The Corporate Transparency Act (the “CTA”) was enacted by Congress on January 1, 2021 as part of the federal government’s initiative to crack down on illicit activities. Effective January 1, 2024, most new and existing entities registered to do business in the United States will be mandated to file a report with the Financial Crimes Enforcement Network (“FinCEN”) disclosing information about the entity’s beneficial owners. The CTA defines a beneficial owner as any individual who, directly or indirectly, either exercises “substantial control” over the company or owns or controls at least 25% or more of the company’s ownership interests. An individual may directly or indirectly own or control the ownership interest of the company through various means, including joint ownership with one or more persons, through another individual acting as an intermediary, custodian, or agent, as a trustee, beneficiary, or grantor of a trust or similar arrangement, or by means of ownership or control of one or more intermediary entities that separately or collectively own or control the ownership interest of the company subject to reporting. “Substantial control” is exercised over the company if the individual 1) serves as a senior officer of the company; 2) has authority over the appointment or removal of any senior officer or a majority of the board…
Read MoreCorporate Transparency Act: Part I
February 9, 2023 | Carole Clark Isakson
An Introductory Overview Congress passed the Corporate Transparency Act (the “CTA”) in 2020 as part of its initiative to crack down on illicit activities, such as money laundering, commonly associated with shell companies. Under the CTA, many entities formed or registered to do business in the United States will be required to report various information concerning beneficial ownership of/decision-makers for, a given company. The Financial Crimes Enforcement Network (“FinCEN”), under the direction of the United States Department of the Treasury, has been tasked with preparing the regulations that will govern the beneficial ownership reporting requirement and provide for enforcement. The reporting obligations under the CTA will impact hundreds of thousands of entities, including corporations, limited liability companies, partnerships, and various non-profit organizations. The most significant impact will be felt by small and mid-size companies, and the individuals who own and operate them, who did not previously have any mandated federal reporting responsibilities. Final regulations under this Corporate Transparency Act were released by FinCEN in September 2022, and go into effect beginning January 1, 2024. Entities and individuals subject to these new regulations will be required to submit a beneficial ownership information report identifying each beneficial owner, decision maker, and company applicant. These individuals will be required to submit information about themselves as part…
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