The Corporate Transparency Act (CTA), enacted in 2021, is designed to combat money laundering, tax fraud, and other illicit activities by requiring many companies doing business in the United States to report information about the individuals who ultimately own or control them. This information is known as Beneficial Ownership Information (BOI).
The CTA applies to domestic and foreign corporations, limited liability companies (LLCs), and similar entities that are created or registered in the U.S. or operate in the U.S. market. There are some exemptions for entities that are already subject to certain federal or state regulations, such as banks, securities issuers, domestic governmental authorities, and others. You can find more details about the CTA and the exemptions on the FinCEN website1.
If your entity is subject to the CTA, you will need to file a report with FinCEN that includes the following information for each beneficial owner:
Full legal name
Date of birth
Current residential or business street address
A unique identifying number from an acceptable identification document (such as a passport or driver’s license) or a FinCEN ID number
A beneficial owner is defined as any individual who, directly or indirectly, either:
Exercises substantial control over the entity; or
Owns or controls at least 25% of the ownership interests of the entity.
You can also find more information about the definition and criteria of beneficial owners on the FinCEN website. The deadline for filing the report depends on when your entity was created or registered. If your entity was in existence before January 1, 2024, you have until December 31, 2024 to file the report. If your entity was created or registered on or after January 1, 2024, you must file the report within 90 days of creation or registration. You must also update the report within one year of any change in the BOI.