In 2021, Congress passed the Corporate Transparency Act (the “CTA”). This law creates a new beneficial ownership information reporting requirement as part of the U.S. government’s efforts to track criminal activity.   You can learn more about the Corporate Transparency Act by visiting the website for the Financial Crimes Enforcement Network, a department of the U.S. Treasury (“FinCen”), at this link https://fincen.gov/boi

If your existing company is obligated to file a beneficial ownership information report and has not already done so, the deadline under the CTA for filing is December 31, 2024*.   Reports may be filed electronically by visiting https://fincen.gov/boi

The penalties for failure to report are quite onerous and include both civil and criminal penalties with a fine of $500 per day up to $10,000 and a max of 2 years imprisonment.

According to the CTA, any new company established on or after January 1, 2025, must file its BOI report with FinCen within 30 days of its date of formation.

Like most new laws, the CTA is being challenged in the courts by various parties.   On December 3, 2024, the U.S. District Court for the Eastern District of Texas (the “Court”) issued a nationwide, preliminary injunction blocking enforcement of the CTA.  See Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-478 (E.D. Texas Dec. 3, 2024).  The Department of the Treasury has appealed the ruling.  At this time, we do not know the outcome of this litigation or how it may impact the filing requirements and deadlines under the CTA.  We encourage you to stay abreast of this matter in case you need to act promptly to comply with the requirements of the CTA.

FinCen’s response to the District Court’s ruling in Texas Top Cop Shop, Inc. is set forth on FinCen’s website: “While this litigation is ongoing, FinCEN will comply with the order issued by the U.S. District Court for the Eastern District of Texas for as long as it remains in effect. Therefore, 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. Nevertheless, reporting companies may continue to voluntarily submit beneficial ownership information reports.”