Corporate Transparency Act – A Flurry of Activity

Published 9/29/2023. Modified 12/04/2023.

The Financial Crimes Enforcement Network (“FinCEN”) has been busy the past several weeks with its rollout of the impending Corporate Transparency Act (“CTA”) reporting requirements (beginning January 1, 2024). It published a Small Entity Compliance Guide, which contains helpful information and checklists for businesses to determine if they are a reporting company, identify beneficial owners and company applicants, and evaluate whether any exemptions may apply.

They also produced a brief informational video on the reporting requirements and updated the FAQs, both of which are a useful primer for companies and company decision-makers unfamiliar with the CTA reporting requirements.

FinCEN also issued a notice of proposed rulemaking to extend the deadline for domestic reporting companies formed between January 1, 2024 and January 1, 2025 to file an initial report—from 30 days after formation to 90 days after formation. On November 29, 2023 FinCEN announced they will adopt this rule and extend the deadline to file BOI for companies formed in 2024 to 90 days after formation.

It also updated the proposed beneficial ownership information report form and solicited additional comments on the new proposed form. In particular, the proposed form would no longer allow the company to report beneficial owner information as “unknown” and would instead require selection of a predetermined response, including: “Cannot Contact BO”; “BO Unresponsive”; “BO Refused to Provide”; and “Third Party Refused to Provide.”

Lastly, FinCEN proposed the contents of the form to request a FinCEN Identifier. Individuals with a FinCEN Identifier are required to submit updates of their identifying information as needed, and will be required to certify that the information provided is accurate and complete. However, FinCEN is assessing options to allow individuals to deactivate a FinCEN identifier so that they do not need to update the underlying personal information on an ongoing basis.

*Please note that if you are a current client of LBB, your engagement does NOT include legal advice regarding the CTA. Advice on CTA compliance will require a new engagement with LBB.

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