Small Business Compliancy with the Corporate Transparency Act

Corporate Transparency Act Compliance Requirement for Small Businesses

The Corporate Transparency Act was passed by Congress and signed into law early in 2024.  It goes into effect in January of 2025 and failure to comply carries heavy civil and criminal penalties. Most business owners of incorporated businesses likely have not even heard of this, let alone filed the information to comply with Department of Treasury requirement. Failure to file by January 1 carries civil penalties of up to $500 per day of noncompliance and criminal penalties of up to $10,000 and/or two years in prison.

Fortunately, it is easy to comply.  Please take a few minutes to read the following information below. Get this filed for your company and any other entities that you own or of which you are a Beneficial Owner member!

Below is a summary of the key points of the Corporate Transparency Act, with the informational brochure and reference guides attached. Most of this information from the FAQs and the link is included below.

Filing deadlines:

A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report. A reporting company created or registered in 2024 will have 90 calendar days to file after receiving actual or public notice that its creation or registration is effective. A reporting company created or registered on or after January 1, 2025, will have 30 calendar days to file after receiving actual or public notice that its creation or registration is effective.

There is no fee for submitting the beneficial ownership information report to FinCEN.

Civil penalties of up to $591 for each day that the violation continues; this amount is adjusted annually for inflation and criminal penalties of up to two years imprisonment and a fine of up to $10,000.

Beneficial ownership information reporting is not an annual requirement. 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:

1. Name

2. Date of birth

3. 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.

Who is required to file: There are two types of reporting companies:

1. Domestic reporting companies are corporations, limited liability companies, and any other entities created by the filing of a document with a secretary of state or any similar office in the United States.

2. Foreign reporting companies are entities (including corporations and limited liability companies) formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office.

•FinCEN’s Small Entity Compliance Guide for beneficial ownership information reporting includes the following flowchart to help identify if a company is a reporting company (see Chapter 1.1, “Is my company a “reporting company”?”).

There are 23 types of entities that are exempt from the beneficial ownership information reporting requirements. These entities include publicly traded companies meeting specified requirements, many nonprofits, and certain large operating companies. The following table summarizes the 23 exemptions: