Corporate Transparency Act Reminder: FinCEN Report Filing Deadline Approaching for Millions of Small Businesses
Original Publish Date: January 16, 2024
Republished Reminder Date: September 30, 2024
This notice serves as a formal reminder that businesses established prior to January 1, 2024 are advised to consult with their legal counsel to ensure compliance with the FinCEN reporting requirements. These reports are mandated by the Corporate Transparency Act (CTA) and regulated by the U.S. Treasury Department, with a submission deadline of no later than January 1, 2025.
The Act exempts “large operating companies” that meet all of the following requirements:
- Employ more than 20 full-time employees located in the United States,
- Have a physical office located within the United States, and
- Reported gross revenue of over $5 million on the prior-year federal income tax or information return.
For newly created or registered companies in 2024: Reporting companies created or registered to do business in the United States in 2024 have 90 calendar days to file after receiving actual or public notice that their company’s creation or registration is effective.
See Whitley Penn’s Original Notice of the Corporate Transparency Act requirements from Tuesday, January 1, 2024 below. All disclaimers still apply.
Note: The following information is an overview of the new reporting requirements established by the Corporate Transparency Act and is being provided solely for general information purposes. Please see the subsequent discussion of the legal limitations to Whitley Penn providing services related to this law.
On January 1, 2024, the Corporate Transparency Act (“CTA”, “Act”) was enacted as part of the National Defense Authorization Act. The CTA was implemented to assist U.S. law enforcement agencies in combatting financial crimes such as money laundering, terrorism financing, and other illicit activity. The Act requires certain entities to report company and beneficial ownership information to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Treasury Department. The collected information will be maintained by FinCEN in a database and under certain circumstances may be disclosed to U.S. federal regulatory agencies, other federal, state, local, or tribal agencies, or certain financial institutions.
Both domestic and foreign “reporting companies” are required to comply with the Corporate Transparency Act. Domestic corporations, limited partnerships, limited liability companies, and other business entities that were created by filing documents with a secretary of state or other similar office under the laws of a U.S. state or Indian tribe are considered reporting companies. Business entities organized under the laws of a foreign country that registered to do business in a U.S. state or tribal jurisdiction by filing documents with a secretary of state or other similar office are also considered reporting companies.
Although the CTA has a potentially broad application, the Act provides for several exceptions to the general reporting requirements. The CTA provides exemptions for 23 types of entities, many of which are already regulated by governmental authorities. The exempt entities include, but are not limited to, publicly traded companies, inactive entities, accounting firms, banks, credit unions, security brokers and dealers, certain tax-exempt entities, insurance companies, public utilities, and governmental authorities.
The Corporate Transparency Act also exempts “large operating companies” that meet all of the following requirements:
- Employ more than 20 full-time employees located in the United States,
- Have a physical office located within the United States, and
- Reported Gross Revenue of over $5 million on the prior-year federal income tax or information return.
Any entity that does not qualify for an exemption must file a report with FinCEN that discloses its full legal name, any trade name or DBA name, business address, jurisdiction of its formation or registration, and taxpayer identification number. The entity must also disclose each beneficial owner that either exercises substantial control over the entity or owns or controls at least 25% of its ownership interests. The information required to be disclosed for each beneficial owner includes an individual’s legal name, date of birth, residential address, and identifying number from an unexpired passport, driver’s license, or state identification document. The last item must be accompanied by an image of the applicable document.
Existing companies formed or registered before January 1, 2024, must file an initial report no later than January 1, 2025. Companies formed or registered on or after January 1, 2024, must file an annual report within 90 calendar days of their formation or registration date. If there is a change to the previously filed information regarding the reporting company or a beneficial owner, the reporting company must file an updated report within 30 calendar days after the date of the change. There is no annual reporting requirement. Failure to comply with the CTA reporting requirements may result in civil penalties of up to $10,000 and criminal sanctions of up to 2 years imprisonment.
Note that the Corporate Transparency Act is a provision under Title 31 (Money and Finance) of the United States Code rather than Title 26 (Internal Revenue Code). Under applicable regulatory authority, accountants have been granted limited authority only to interpret tax law under Title 26. At this time, it is not clear whether accountants have the requisite authority to similarly interpret Title 31. Accordingly, services regarding the CTA may constitute the “practice of law” and should be provided only by individuals or firms that are licensed to practice law under the applicable laws of a U.S. state.
Learn more about beneficial ownership reporting at www.fincen.gov/boi.
Therefore, Whitley Penn is unable to provide technical advice regarding the Corporate Transparency Act or to prepare any reports required by the CTA. We recommend that you contact your legal counsel to discuss the CTA and any respective reporting obligations that you may have under the Act. Although Whitley Penn is currently unable to provide advice and compliance services related to the CTA, we are available to provide certain tax and other information that may be used to assist your legal counsel, if necessary.
