The Corporate Transparency Act (“CTA”) mandates that all non-exempt “reporting companies” must disclose certain information and identifying documents about themselves and certain “beneficial owners” to the Financial Crimes Enforcement Network (“FinCEN”), a bureau within the U.S. Department of the Treasury.
 
Following extensive court proceedings, the U.S. Department of the Treasury took action to significantly reduce the scope of the CTA – action which eliminates enforcement of the CTA against U.S. entities and updates the definition of a “reporting company”.  The CTA now relates solely to “reporting companies,” which are defined under 31 CFR 1010.380(c) as any entities that:

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   (A)    Are corporations, limited liability companies, or other entities; 
   (B)    Are formed under the laws of a foreign country; and 
   (C)    Are registered to do business in any U.S. State or tribal jurisdiction through the filing of a document with a secretary of state or any similar office under the law of that State or Indian tribe.

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Note that entities formed in the U.S. are exempt from complying with the CTA and have no reporting requirements whatsoever.

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Additionally, beneficial owners of reporting companies who are U.S. citizens are exempt from reporting any personal information to FinCEN, while beneficial owners who are not U.S. citizens are still required to submit certain personal information.

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If your entity is a reporting company (within the new definition) and you would like legal assistance with analyzing, preparing, or submitting your beneficial ownership information report to FinCEN, please contact our office.

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Additional information regarding the CTA can be found below.