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Dec 12, 2023

Ready for the incoming Corporate Transparency Act? What Every U.S. Business Needs to Know

Have you heard that there is a new requirement for all non-exempt U.S. businesses to register information concerning their beneficial owners with the United States Financial Crimes Enforcement Network?

Is this real? It’s very real. Does it apply to me and my business? Most likely, yes.

Each year, more than two million limited liability companies, corporations and other entity types register their businesses in a particular state (“Reporting Entities”). In 2022, over 500,000 new LLCs were formed in Florida alone. When a company is formed, the majority of states do not require information about the company’s beneficial owners. For example, the Articles of Organization for a manager-managed LLC, the state of Florida only requires the company name, address, registered agent, and the name and address of each manager – not the owners. Additionally, none of the information provided is verified.

In many cases, Reporting Entities are owned and/or operated by other entities. Thus, weaving a web of companies without a clear indication of ownership or control at any level. Arguably, this lack of transparency is harmless. However, the anonymity permits nefarious and often undetected illegal activities such as money laundering and terrorist financing.

Countdown to Compliance: Reporting requirements

The Corporate Transparency Act (the “CTA”) seeks to end “corporate anonymity” and enhance transparency at the federal government level.

Beginning on January 1, 2024, all non-exempt Reporting Entities are required to identify, report and provide supporting documentation concerning the identity of the company’s beneficial owners to the Financial Crimes Enforcement Network (FinCEN).

A beneficial owner is defined as an individual who directly or indirectly, or through any contract, (i) exercises substantial control over an entity or (ii) owns or controls 25% or more of the ownership interests of a company.

Failure to provide the required information or providing or attempting to provide false or fraudulent information could subject the beneficial owner(s) and/or the company to criminal and/or civil penalties.

Reporting Entities that are formed or registered after January 1, 2024 shall submit to FinCEN the required information within 30-days of formation or registration. Those Reporting Entities that were previously registered with a state are required to report before January 1, 2025.

Further information

For any questions on the topics raised in this alert, please contact Jason and Marta.

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