Corporate Transparency Act (CTA): Key Dates and Timeline; Despite Court Ruling, CTA Compliance Rollout Continues
March 28, 2024
FinCEN1 has made it clear in its recent notice posted to its website (link) that compliance with the CTA continues to be required, unless you are one of the plaintiffs2 in a recent federal case where the court ruled that the CTA is unconstitutional. FinCEN is appealing that decision and until further notice, corporations, limited liability companies and limited partnerships and other similar entities (referred to in the CTA as a “Reporting Companies”) must comply with the CTA, unless there is an available exemption.3
The CTA is a federal reporting law administered by FinCEN which requires Reporting Companies to disclose and submit certain required ‘identifying information’4 to the federal government about the “Reporting Companies” and their “Beneficial Owners”. It also requires a Reporting Company formed after January 1, 2024 to report its “Company Applicants”. All Reporting Companies will need to familiarize themselves with their new obligations under the CTA and various key dates and time periods, including those outlined below. Much has been written about the law and regulations and what is required, and at the end of this bulletin we have provided links to resources and materials which may be helpful. FinCEN’s Small Entity Compliance Guide provides a particularly helpful overview of the new law and regulations.
Certain Key Dates and Timelines:
| January 1, 2024 | The date that CTA’s reporting requirements commenced and became effective. |
| 90 days | The number of days that a Reporting Company which was formed in 2024 has after its formation to make the initial CTA filing. |
| 30 days | The number of days that a Reporting Company formed after 2024 has after its formation to make the initial CTA filing. |
| January 1, 2025 | The deadline for making the initial CTA filing for a Reporting Company which existed prior to January 1, 2024. |
| 30 days | The number of days after a change to any previously filed CTA information to file an update. |
Resources and Further Information:
- FinCEN Beneficial Ownership Information Website
- FinCEN Small Entity Compliance Guide
- FinCEN Frequently Asked Questions
- NC Secretary of State Bulletin re: Beneficial Ownership Reporting
Disclaimer: The information in this bulletin is for general information purposes only and is not, and should not be relied upon as, legal advice.
[1] Financial Crimes Enforcement Network (“FINCEN”), the bureau of the US Treasury Department responsible for administering and enforcing the CTA.
[2] Specifically, “Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)”.
[3] The exempt entities are generally limited to entities which are already subject to regulatory disclosure requirements such as banks, securities broker/dealers and public companies and certain tax-exempt entities. See FinCen’s FAQ Question C2 (https://www.fincen.gov/boi-faqs#C_2)
[4] See FinCen’s FAQ Question F2 – F4. https://www.fincen.gov/boi-faqs#F_2
