Update as of March 2, 2025
Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies
https://home.treasury.gov/news/press-releases/sb0038

The Corporate Transparency Act – Public Law No.: 116-283 (the “CTA”) was enacted in 2021, but officially took effect January 1, 2024.

The CTA requires that most businesses with fewer than 20 employees registered with the Secretary of State (for example corporations and limited liability companies) must now report the “Beneficial Owners”

Due dates

    • Companies established prior to January 1, 2024 must file no later than January 1, 2025
    • Companies established on or after January 1, 2024, but prior to January 1, 2025, must file within ninety (90) calendar days of formation

A “Beneficial Owner” owns or controls 25% of the Company or exert (directly or indirectly) “Substantial Control” over a Reporting Company. A BOI Report only needs to be filed once, unless the filer needs to update or correct material information.

The reporting is mandatory and penalties for not filing include $500 a day for each day late.

Questions and answers:

    1. All I have is an LLC holding a piece of real estate. Does it apply to me?

Yes, most real estate LLCs are required to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN).

    1. I am a beneficiary to a trust. Does it apply to me?

If a trust owns 25% or more of the interest in a reporting company, an individual with the authority to dispose of trust assets must report BOI.

    1. If an entity is owned by another entity does it apply to me?

A subsidiary is exempt from BOI reporting if it is fully owned and controlled by an exempt entity. This means that the exempt entity must control all of the subsidiary’s ownership interests.

    1. What is another common exemption from BOI reporting?

Perhaps the most common exception to BOI reporting is the large operating company exemption. Generally, a company meets this exemption if it has at least 20 full-time employees, more than $5 million in gross receipts or sales, and an operating presence at a physical office within the United States. For purposes of the $5 million threshold, the threshold is measured as gross receipts or sales net of allowances on Forms 1120, 1120-S, 1065, or other equivalent tax return.

    1. Where can I find more information?

Additional information may be found at the FinCEN website https://www.fincen.gov/boi/small-business-resources

The required Beneficial Owner Information Report may be completed and filed on FinCEN’s website at https://boiefiling.fincen.gov

The Financial Crimes Enforcement Division (FinCEN), is a division of the U.S. Department of Treasury.

For clients that would like assistance in filing the form – to sit together in person or by telephone:

    • Filing fee $500

For clients that would like us to file for them:

  • Engagement letter
  • Information form
  • Filing fee $1,000

Please visit our website for additional information.