Countdown to CTA: Preparing for the Corporate Transparency Act's Effective Date

The Corporate Transparency Act (CTA) came into effect on January 1, 2024. This regulatory milestone requires a thorough understanding of the latest developments and essential reporting guidelines under the CTA. Here are some key points to consider in preparation for this significant change impacting small businesses in the United States:

Extended Reporting Deadline for New Companies in 2024

In a notable development, FinCEN has provided some relief for businesses created in 2024. Initially, the rule mandated a 30-day deadline for these companies to submit their Beneficial Owner Information (BOI) reports. However, as of November 30, 2023, FinCEN finalized a rule extending this deadline to 90 days. This extension is a critical relief for businesses grappling with the new requirements, ensuring adequate time for compliance.

Reporting Deadline for Existing Companies

For companies in existence as of December 31, 2023, the clock is ticking, but there’s no need to rush. These entities must submit their BOI report by January 1, 2025. It's essential for such businesses to start preparing as soon as possible to meet these obligations.

Who Needs to Report?

The BOI rule applies to any company formed in the U.S. or foreign entities registered to do business in the U.S., with 23 exemption categories outlined by FinCEN. Notably, large operating companies, public companies, certain regulated entities, and entities involved in private equity and venture capital may qualify for exemptions. Nevertheless, many privately held companies, especially those newly formed, will likely be subject to the BOI rule.

Reporting Requirements

Reporting companies are required to submit comprehensive information, including company details, beneficial owner information, and company applicant information, through FinCEN's Beneficial Ownership Secure System (BOSS). It's important to note that the final form for BOI reporting is yet to be released by FinCEN.

Understanding 'Beneficial Owner' and 'Company Applicant'

The BOI rule defines a "beneficial owner" as an individual with substantial control or ownership interests in a reporting company. Additionally, for companies created after January 1, 2024, the rule requires the identification and reporting of company applicants.

The Role of FinCEN Identifier

The FinCEN identifier is a unique number issued to individuals, enabling reporting companies to use this identifier in BOI reports. This provision aims to simplify the reporting process and protect personal information, but it is not required. Individuals will be able to request a FinCEN identifier on or after January 1, 2024, by completing an electronic web form. Reporting companies may request a FinCEN identifier by checking a box on the beneficial ownership information report when they submit the report. After the reporting company submits the report, the reporting company will immediately receive a FinCEN identifier unique to that company. 

Noncompliance Penalties

FinCEN is working hard to ensure that reporting companies are aware of their obligations to report, update, and correct beneficial ownership information. FinCEN is aware that this is a new requirement. If you correct a mistake or omission within 90 days of the deadline for the original report, you may avoid being penalized. However, you could face civil and criminal penalties if you disregard your beneficial ownership information reporting obligations.

Preparation is Key

With the upcoming Corporate Transparency Act (CTA) compliance deadline, businesses need to prepare efficiently. Athennian’s entity management platform offers a streamlined solution to navigate these complexities, ensuring timely and accurate compliance with CTA requirements, particularly for organizations with complex structures and numerous legal entities registered in the United States.With Athennian's assistance, companies can focus on their core business operations while confidently handling the requirements of the CTA.