Corporate Transparency Act Compliance: Potential Obligations and Deadlines

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As you are likely aware, the Corporate Transparency Act (“CTA”) will go into effect on January 1, 2024. Here is our prior client alert with more information on the CTA.

The CTA is intended to combat money laundering, terrorism, and other criminal activities by, among other things, requiring legal entities to disclose certain detailed information regarding individuals deemed “beneficial owners,”, defined generally to mean individuals who either (i) directly or indirectly own 25% or more of an entity or (ii) directly or indirectly exercise substantial control over an entity. Every entity either formed in the United States or that is formed in a foreign country and registered to do business in the United States will be required to file a report on its beneficial owners with the U.S Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), unless exempt. Non-exempt entities formed on or after January 1, 2024 will also report information on their “company applicants,”, as defined in the CTA. Filings will be made online through a web portal to be created by FinCEN. Entities formed or registered to do business on or after January 1, 2024 that are not exempt will have 90 days after formation or registration to make their initial filing (and that time period will be reduced to 30 days for entities formed or registered on or after January 1, 2025). Entities formed or registered before January 1, 2024 will have until January 1, 2025 to make their initial filings, again, unless exempt. Generally, entities also will be required to report changes to information contained in a filing within 30 days of a change.

Stoel Rives lawyers are available to assist in determining whether an entity is exempt and who its beneficial owners are for reporting purposes, but we will not be affirmatively advising clients with respect to the CTA unless specifically engaged to do so. We will also not be able to submit CTA reports on your behalf. Please reach out to your Stoel Rives contact if you have any questions or need assistance.

Key Contributors

Duff Bryant
Sten S. Eccles-Irwin
Steven H. Hull
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