Key Insights on the Corporate Transparency Act

TALLAHASSEE, Fla. – As the deadline approaches, Florida lawyers must prepare for an important regulatory shift: the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) is now accepting beneficial ownership information reports.

Under the bipartisan Corporate Transparency Act, companies operating in the U.S. are required to disclose key ownership information, and attorneys will play a crucial role in guiding their clients through this compliance process.

Enacted in 2021 to curb illicit finance, the act requires many companies doing business in the United States to report information about the individuals who ultimately own or control them.

This information is important for lawyers to be aware of since many attorneys will be advising their business clients to file the reports or will be filing the forms for them.

“The launch of the United States’ beneficial ownership registry marks a historic step forward to protect our economic and national security,” said Secretary of the Treasury Janet L. Yellen. “Corporate anonymity enables money laundering, drug trafficking, terrorism, and corruption. It harms American citizens and puts law-abiding small businesses at a disadvantage. Having a centralized database of beneficial ownership information will eliminate critical vulnerabilities in our financial system and allow us to tackle the scourge of illicit finance enabled by opaque corporate structures.”

FinCEN says filing is simple, secure and free. Companies that are required to comply (“reporting companies”) must file their initial reports by the following deadlines:

• Existing companies: Reporting companies created or registered to do business in the United States before January 1, 2024, must file by January 1, 2025.
• Newly created or registered companies: 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.

Beneficial ownership information reporting is not an annual requirement, according to FinCEN. A report only needs to be submitted once, unless the filer needs to update or correct information. Generally, reporting companies must provide four pieces of information about each beneficial owner:

• Name;
• Date of birth;
• Address; and
• The identifying number and issuer from either a non-expired U.S. driver’s license, a non-expired U.S. passport, or a non-expired identification document issued by a State (including a U.S. territory or possession), local government or Indian tribe. If none of those documents exist, a non-expired foreign passport can be used. An image of the document must also be submitted.

The company must also submit certain information about itself, such as its name(s) and address. In addition, reporting companies created on or after January 1, 2024, are required to submit information about the individuals who formed the company (“company applicants”).

FinCEN’s Small Entity Compliance Guide walks small businesses through the requirements in plain language. Filers can also view informational videos and webinars, find answers to frequently asked questions, connect to the contact center, and learn more about how to report at www.fincen.gov/boi.

This article originally appeared in The Florida Bar News.

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