As 2024 has officially begun, the questions have only increased surrounding a new not-so-tax-ish reporting requirement for the majority of small businesses. If you are confused (or just finding out) about the Corporate Transparency Act and Beneficial Ownership reporting, this is your must-read. We have compiled your FAQs and details below.
But first, a disclaimer: This information is meant to be general-only and should not be applied to your specific facts and circumstances without consultation with competent legal counsel and/or other retained professional adviser.
Starting January 1, 2024, a significant number of businesses will be required to comply with the Corporate Transparency Act (“CTA”). The CTA was enacted into law as part of the National Defense Act for Fiscal Year 2021. The CTA requires the disclosure of the beneficial ownership information (otherwise known as “BOI”) of certain entities from people who own or control a company.
The intent of the BOI reporting requirement is to help US law enforcement combat money laundering, the financing of terrorism and other illicit activity.
The CTA is not a part of the tax code. Instead, it is a part of the Bank Secrecy Act, a set of federal laws that require record-keeping and report filing on certain types of financial transactions. Under the CTA, BOI reports will not be filed with the IRS, but with the Financial Crimes Enforcement Network (FinCEN), another agency of the Department of Treasury.
Here’s the thing. Your best bet is to contact a legal pro who is equipped for this. Due to the specific nature of the reporting requirements, assisting in the preparation of these reports may be considered as providing legal services. Therefore, Accountfully will not include the preparation of these reports in its offered services.
Entities organized both in the U.S. and outside the U.S. may be subject to the CTA’s reporting requirements. Domestic companies required to report include corporations, limited liability companies (LLCs) or any similar entity created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe.
Domestic entities that are not created by the filing of a document with a secretary of state or similar office are not required to report under the CTA.
Foreign companies required to report under the CTA include corporations, LLCs or any similar entity that is formed 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 any similar office.
There are 23 categories of exemptions. Included in the exemptions list are publicly traded companies, banks and credit unions, securities brokers/dealers, public accounting firms, tax-exempt entities and certain inactive entities, among others. Please note these are not blanket exemptions and many of these entities are already heavily regulated by the government and thus already disclose their BOI to a government authority.
In addition, certain “large operating entities” are exempt from filing. To qualify for this exemption, the company must:
a) Employ more than 20 people in the U.S.;
b) Have reported gross revenue (or sales) of over $5M on the prior year’s tax return; and
c) Be physically present in the U.S.
Any individual who, directly or indirectly, either:
▶︎ This detailed overview of CTA regulations defines the terms “substantial control” and “ownership interest” further.
There are different filing time frames depending on when an entity is registered/formed or if there is a change to the beneficial owner’s information.
Companies must report the following information:
Additionally, information on the beneficial owners of the entity and for newly created entities, the company applicants of the entity is required. This information includes: name, birthdate, address, and unique identifying number and issuing jurisdiction from an acceptable identification document (e.g., a driver’s license or passport) and an image of such a document. Filing links and info can be found here.
It goes without saying, it’s a good idea to comply with this new requirement. Penalties for willfully not complying with the BOI reporting requirement can result in criminal and civil penalties of $500 per day and up to $10,000 with up to two years of jail time. For more information about the CTA, visit https://www.fincen.gov/boi-faqs
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