LEGAL ALERT
The Gardner Law Firm, a Professional Corporation is sending this message by email announcement to alert our clients and friends of the Firm to a new law that became effective January 1, 2024 called the “Corporate Transparency Act” (the “CTA”). Under the CTA , non-exempt small businesses must timely report their “beneficial ownership” (as that term is defined in the CTA, and also called “BOI” for “Beneficial Ownership Interest”), and continuously and timely update that registration upon certain changes to the registering company’s information, to the Financial Crimes Enforcement Network (“FinCEN”), which is a law enforcement arm of the US Department of Treasury. Financial penalties for non-compliance are significant and can stack up quickly, and criminal liability is also an enforcement mechanism built into the CTA.
In short, do not sleep on this federal requirement. Reporting entities formed prior to January 1, 2024 have until December 31, 2024 to register. Reporting entities formed after January 1, 2024 (i.e. this year) have 90 days from the date of formation (the date the applicable Secretary of State publishes notice of formation) to register. Reporting entities formed after December 31, 2024 (i.e. in 2025 and thereafter) have 30 days to register. Any required updates to a reporting entity’s registration are due within 30 days of the change taking place. This is an ongoing registration and reporting maintenance obligation, and not necessarily a one-time obligation for reporting entities.
Please note that the CTA adds reporting requirements that are not included in our current scope of work with any client, including but not limited to scopes of work for entity formation. To avoid confusion, this email alert is also intended to clarify that the Firm will only advise clients regarding their compliance obligations under the CTA if we have an executed engagement letter with a scope of work that expressly covers your potential CTA obligations.
The FinCEN website for registrations pursuant to the CTA may be found here: https://boiefiling.fincen.gov/
Overview and step-by-step guides to registrations published by the government may be found here: https://boiefiling.fincen.gov/help
Your CPA may also be able to provide guidance.