CTA Reporting Requirements Have Begun!
by Jaime L. Curry
Reporting requirements for affected entities under the Corporate Transparency Act (“CTA”) went into effect January 1, 2024. In our article “Be Sure You’re Ready: The Corporate Transparency Act is Coming Soon!” (https://bit.ly/Corporate-Transparency-Act), we provided detailed information on the CTA’s applicability and reporting requirements. Now that the CTA is in effect and entities must report beneficial ownership, let’s take another look.
The Facts About the CTA
- The CTA is a bipartisan act passed in 2021 by Congress to create a beneficial ownership information reporting requirement because many states, including Missouri, do not have requirements in place to collect beneficial ownership information of certain entities. An estimated 32.6 million entities are affected by the CTA.
- For entities already in existence prior to January 1, 2024, that do not qualify for any of the 23 exemptions available, Beneficial Ownership Interest (“BOI”) Reports are due by December 31, 2024.
- New entities formed in 2024 are subject to a 90-day BOI Report filing deadline (extended from the original 30-day deadline). Entities formed January 1, 2025, or later are subject to a 30-day BOI Report deadline.
How and What Does an Entity File?
- An entity can file its own report – at no cost – on the Financial Crimes Enforcement Network (“FinCEN”) website at https://boiefiling.fincen.gov/fileboir.
- Required information to be filed for an entity includes the legal entity name, any trade names or dbas, the principal place of business address, and all taxpayer-identification numbers issued to the entity.
- Owners of at least 25% of interest in the entity and those with substantial control of the entity must report their legal name (including middle name), home address, date of birth, unique identifying number from an accepted identification document (generally a state-issued driver’s license or passport), name of the state or jurisdiction of the identification document, and an image of the identification document.
Who Has Access to Filed Information?
- FinCEN’s database of entities will not be freely accessible to the public.
- Federal, state, local, and tribal officials, as well as certain foreign officials, may submit a request for information for authorized activities related to national security, intelligence, and law enforcement. If a reporting company consents, certain financial institutions may be granted access in certain circumstances. For more information on access, please visit FinCEN’s website at https://fincen.gov/boi.
Cue the Scammers
While the reporting requirements have just begun, owners of entities are already being targeted by scammers trying to gain access to ownership information.
FinCEN has received notice of correspondence sent to business owners to obtain information. Correspondence sometimes contains the title “Important Compliance Notice” and masquerades as being sent by FinCEN. The fraudulent notices can contain URLs or a QR code for scanning which will direct the recipient to a non-FinCEN website. Never respond to any of these fraudulent messages. Don’t scan any QR code or click on or go to any website provided in such letters or emails. FinCEN does not send unsolicited requests.
Note: Many firms, including Danna McKitrick, are available to assist with your beneficial ownership reporting requirements. As always, consult with an attorney or CPA with your questions regarding CTA reporting.
Jaime L. Curry, business law and estate planning attorney with Danna McKitrick, P.C., frequently works with owners of closely-held businesses, providing guidance on business formational structure, governance, and asset protection. She also assists individuals, families, and business owners with navigating their estate and tax planning. Jaime was honored as one of SBM’s 2023 “Top 100 People to Know in St. Louis to Help You Succeed in Business in St. Louis.” Jaime can be reached at 314.889.7141 or jcurry@dmfirm.com.