News/Event
Important Client Advisory: Corporate Transparency Act
Important Dates:
Effective Date of CTA: The new federal Corporate Transparency Act (CTA) takes effect on Jan. 1, 2024, throughout the entire USA.
90-Day Deadline for New Entities formed in 2024: The filing deadline for new entities (LLC’s, corporations, etc.) formed on or after Jan. 1, 2024 and through Dec. 31, 2024, is 90 days from the formation date (i.e., filing of Articles of Organization or Articles of Incorporation) for filing an initial Beneficial Ownership Report with FinCEN.
30-Day Deadline for New Entities formed on or after Jan. 1, 2025: The filing deadline for new entities (LLC’s, corporations, etc.) formed on or after Jan. 1, 2025 is 90 days from the formation date (i.e., filing of Articles of Organization or Articles of Incorporation) for filing an initial Beneficial Ownership Report with FinCEN.
One-Year Deadline Pre-Existing Entities: The filing deadline for all preexisting entities (LLC’s, corporations, etc.) formed prior to Jan. 1, 2024, is Jan. 1, 2025 for filing an initial Beneficial Ownership Report with FinCEN.
30-Day Deadline for Amendments: The deadline for all entities to correct any information that is inaccurate in a Beneficial Ownership Report, due to a change in data, information or documentation is 30 days from the date of change.
Civil & Criminal Penalties for Violations:
Fines of $500 per day for failing to file a Beneficial Ownership Report or amendment. Individuals (responsible owners or officers) may also be fined up to $10,000 for each violation by each entity (Reporting Company) and imprisoned for up to two years for each felony conviction.
What You Should Do:
Contact our law firm (Gary E. Perlmuter, Esq.) early to authorize us to assist you with compliance and filing requirements for each and every one of your business entities. You will need to sign our CTA Legal Services Acknowledgment or a new Retainer & Engagement Agreement to engage our services for CTA assistance, and pay a separate CTA Legal Service Fee charged by our firm for each entity (Reporting Company).
What We Will Do:
1. Identity whether any of your provided business entities (Reporting Companies) qualify as an “exempt” Reporting Company that is exempt from filing a Beneficial Ownership Report (there are very limited exemptions, and most entities will not qualify).
2. Assist you with secure and encrypted access to our designated online FinCEN filing portal, for a private account assigned to your entity (Reporting Company), to streamline the preparation of each Beneficial Ownership Report and the filing with FinCEN.
3. Assist you with determining all persons affiliated with your entity (Reporting Company) who are deemed to be a Beneficial Owner, and subject to the reporting requirements of the Beneficial Ownership Report for your entity. Each such person can be provided with a confidential subaccount under your entity (Reporting Company) to upload their confidential information and documentation.
4. Review your formation and/or operating entity documents (Operating Agreement, Shareholder Agreement, Bylaws) and draft an amendment requiring CTA compliance for the entity, if desired.
5. Draft a new Consent Resolution for each entity (Reporting Company) to appoint a CTA Compliance Officer for the entity.