In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.
More information is available on FinCEN's website at https://www.fincen.gov/boi
Featured resources
FinCEN issues final rule implementing the reporting requirements of the Corporate Transparency Act
Learn more about FinCEN and the CTA rule stating who must file a BOI report, what information must be reported, and when a report is due from CT Corporation.
What information is required for Beneficial Ownership Information (BOI) reporting
Download the CT Corporation fact sheet to learn more about Corporate Transparency Act and Beneficial Ownership Information reporting requirements.
On-demand webinar: Beneficial Ownership Information Reporting under the Corporate Transparency Act
CT Corporation’s expert guide breaks down the key components of this new reporting obligation so you can move ahead with clarity, confidence, and compliance.
Next Steps for Your Business
Is your company required to file a beneficial ownership report?
Beneficial Ownership Information Compliance Podcast Series
Listen to this comprehensive podcast series that helps business leaders understand how to comply with the CTA and its Beneficial Ownership Information reporting requirements.
Our Corporate Transparency Act experts in the news
National media outlets, trade publications, and podcasts have showcased Wolters Kluwer's expertise and insights on the Corporate Transparency Act.
Beneficial ownership answers for your LLC
Get answers to your most pressing questions about Beneficial Ownership reporting requirements for your LLC.
Expert Insights
File your BOI reports
Companies may file Beneficial Ownership Information reports as well as updates every time company or owner information changes. Stay prepared!
Beneficial Ownership Filing Options
Business resources
CT expert insights: Understanding the Corporate Transparency Act (CTA) reporting requirements
In this comprehensive update, our expert reviews important details contained in the rule.
Who is a beneficial owner under the Corporate Transparency Act?
The BOI reporting requirement requires an understanding of who is considered a beneficial owner under the CTA.
The 23 exemptions from the Corporate Transparency Act’s beneficial ownership information reporting requirement
Learn when an entity will not be considered a reporting company and not be required to file a report from the experts at CT Corporation.
What is the large operating company exemption under CTA?
Owners of privately held companies should become familiar with the large operating company exemption and determine if they qualify.
Webinar FAQs: Beneficial Ownership Information (BOI) Reporting
Questions and answers the webinar regarding Beneficial Ownership Information Reporting under the Corporate Transparency Act
Entity Management Systems: Ensuring compliance with the Corporate Transparency Act
Learn how entity management systems help ensure compliance with the Corporate Transparency Act.
Small business considerations for BOI reporting
CT Corporation looks into how small businesses are affected by Corporate Transparency Act and Beneficial Ownership Information Reporting.
Corporate Transparency Act checklist for small businesses
Use this CTA checklist as a guide to help determine if your business has to file a beneficial ownership report.
Law firm resources
The Corporate Transparency Act’s impact on law firms
Be prepared for clients seeking legal advice to comply with the Corporate Transparency Act’s beneficial ownership information reporting requirement.
Law firm operational considerations for the CTA
Learn what law firms need to know to prepare themselves and their clients for the Corporate Transparency Act.
Are law firms ready for the Corporate Transparency Act?
Many law firms are scrambling to determine how they will assist clients with the requirements of the Corporate Transparency Act.
Corporate Transparency Act Client Resource Kit for Law Firms
Use CT Corporation's Corporate Transparency Act client resource kit to help communicate, educate, and prepare clients for CTA compliance.
Industry considerations
Restaurant considerations for Beneficial Ownership Information reporting
Get answers to the questions small business restaurant owners have about beneficial ownership information reporting.
Real estate industry considerations for Beneficial Ownership Information reporting
Get details about Beneficial Ownership Information reporting requirements for real estate business owners.
What investment funds should know about the Corporate Transparency Act
Investment funds must report beneficial ownership information to FinCEN but the ruling raises many questions about compliance, privacy, what must be reported and when.
Corporate Transparency Act FAQs
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What is the Corporate Transparency Act?
The Corporate Transparency Act is a federal law that requires small businesses to file a beneficial ownership information (BOI) report with the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). This report contains personal identifying information about a company’s beneficial owners as well as information about the company (and for reporting companies created or registered on or after January 1, 2024, information about the company applicants). The requirement went into effect on January 1, 2024.
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Which types of organizations are considered reporting companies?
The answer is found in the final reporting rule’s definition of reporting company, which is stated below. If the organization meets the definition it is required to file a report unless it qualifies for an exemption.
The final rule states that Beneficial Ownership Information reports have to be filed by domestic reporting companies and foreign reporting companies. A domestic reporting company is defined as an entity that is a corporation, LLC or other entity created by the filing of a document with a secretary of state or similar office under the laws of a state or Indian tribe. A foreign reporting company is an entity that is a corporation, LLC, or other entity created under the law of a foreign country and registered to do business in any state or tribal jurisdiction by filing a document with a secretary of state or similar office under the law of a state or Indian tribe.
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Which types of organizations are exempt
There are 23 exemptions. Most are for companies that are already subject to substantial federal or state regulation under which their beneficial ownership may already be known. This includes, among others, entities that file reports with the SEC, governmental authorities, banks, credit unions, money services businesses, investment advisors, securities brokers and dealers, tax exempt entities, entities assisting tax exempt entities, insurance companies, state-licensed insurance producers, pooled investment vehicles, public utilities, inactive entities, subsidiaries of certain exempt entities, accounting firms, and large operating companies. For more information, read The 23 exemptions from the Corporate Transparency Act’s beneficial ownership information reporting requirement.
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How is beneficial owner definedThe final rule defines a beneficial owner as follows: “For purposes of this section, the term “beneficial owner,” with respect to a reporting company, means any individual who, directly or indirectly, either exercises substantial control over such reporting company or owns or controls at least 25 percent of the ownership interests of such reporting company.” Read Who is a beneficial owner under the Corporate Transparency Act for additional details.
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Has a nationwide preliminary injunction been filed against enforcement of the CTA and if so what does that mean?
On December 3, 2024, a federal district court in Texas issued an order granting a nationwide preliminary injunction that: (1) prevents enforcement of the CTA and of FinCEN’s rules implementing the CTA’s BOI reporting requirements, and (2) temporarily suspends all deadlines to comply with the CTA’s reporting requirements. The Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024.
Reporting companies are not currently required to file their beneficial ownership information with FinCEN and will not be subject to liability if they fail to do so while the preliminary injunction remains in effect. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.
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CT Corporation is not a law firm and cannot provide legal advice, including providing advice as to whether any specific entity will be required to file a report. CT Corporation cannot provide its own interpretation of the statute or FinCEN’s final report ruling, however many of the questions can be answered by referring to the text of the final rule, sections of which have been provided where appropriate. You can also direct questions to FinCEN. The phone number of the FinCEN Regulatory Support Section is 1-800-767-2825 and you can email them at [email protected].