Corporate Transparency Act & BOI (Beneficial Ownership Information)
This page is being provided as informational; to help small businesses understand the requirements and provide links to gain reliable and correct information. It is the intent to provide the latest information as it is received (scroll all the way down to the yellow box); but you can always sign up to receive the latest information by visiting http://www.fincen.gov
What is the Corporate Transparency Act (CTA)?
The CTA was enacted in 2021 to combat illicit activity including tax fraud, money laundering, and financing for terrorism by capturing more ownership information for specific U.S. businesses operating in or accessing the country’s market.
Below is the PDF of H.R.6395-1217, TITLE LXIV—ESTABLISHING BENEFICIAL OWNERSHIP INFORMATION REPORTING REQUIREMENTS, also known by the Short Title as the “Corporate Transparency Act.”
The Corporate Transparency Act (“CTA”) was enacted by Congress on January 1, 2021, as part of the National Defense Authorization Act. The CTA includes significant reforms to anti-money laundering laws and is intended to help prevent and combat money laundering, terrorist financing, corruption, and tax fraud.
The CTA establishes a beneficial ownership reporting requirement for corporations, limited liability companies, and other similar entities formed or registered to do business in the United States. Beneficial ownership reports must be filed with the Financial Crimes Enforcement Network (FinCEN), a bureau within the U.S. Department of Treasury.
What information must be reported to FinCEN?
The reporting company must indicate the type of report being submitted (initial report, correction of a prior report, or update to a prior report).
Company information
Reporting companies must provide the following information about itself:
The legal name of the company.
Any trade name (DBA) used by the company.
The current street address of its principal place of business. If the principal place of business is not in the U.S., then the company will report the address from which it conducts business in the U.S.
Taxpayer identification number (EIN/SSN/ITIN, as appropriate).
Beneficial Owner Information
Reporting companies must provide the following information for each beneficial owner:
The individual’s legal name; date of birth and residential street address.
A unique identifying number from an acceptable identification document.
The name of the state or jurisdiction that issued the acceptable identification document.
An image of the acceptable identification document.
Company Applicant Information, if required
A reporting company created on or after January 1, 2024, must provide the following information for the company applicant:
The individual’s legal name; date of birth and residential street address.
o If the company applicant is an individual who engages in the business of business formation (i.e., an attorney, paralegal or service company employee) and submits formation or registration documents in that course of business, then the address submitted may be the company applicant’s business address instead of the residential address.
A unique identifying number from an acceptable identification document.
The name of the state or jurisdiction that issued the acceptable identification document.
An image of the acceptable identification document.
What is an acceptable identification document?
An acceptable identification document is one of the following:
A non-expired driver’s license issued by a U.S. jurisdiction.
A non-expired identification document issued by a U.S. jurisdiction, local government, or Indian Tribe used for the purposes of identifying the individual.
A non-expired passport issued by the U.S. government.
If the individual does not have any of the three forms of identification described above, then they may provide the identifying number from a non-expired passport issued by a foreign government.
Sign Up to Receive Alerts
Sign up with the Financial Crimes Enforcement Network to receive updates DIRECTLY from FinCen by visiting http://www.fincen.gov or visit https://www.fincen.gov/boi for more information
Latest Development
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FinCEN Updates: Alert on Impact of Ongoing Litigation – Deadline Stay – Voluntary Submission Only of Beneficial Ownership Information Reports
Alert [December 27, 2024]: Impact of Ongoing Litigation – Deadline Stay – Voluntary Submission Only
In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.
The Corporate Transparency Act (CTA) plays a vital role in protecting the U.S. and international financial systems, as well as people across the country, from illicit finance threats like terrorist financing, drug trafficking, and money laundering. The CTA levels the playing field for tens of millions of law-abiding small businesses across the United States and makes it harder for bad actors to exploit loopholes in order to gain an unfair advantage.
On Tuesday, December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas, Sherman Division, issued an order granting a nationwide preliminary injunction. Texas Top Cop Shop is only one of several cases that have challenged the Corporate Transparency Act (CTA) pending before courts around the country. Several district courts have denied requests to enjoin the CTA, ruling in favor of the Department of the Treasury. The government continues to believe—consistent with the conclusions of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon—that the CTA is constitutional. For that reason, the Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024 and separately sought of stay of the injunction pending that appeal.
On December 23, 2024, a panel of the U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court’s preliminary injunction entered in the case of Texas Top Cop Shop, Inc. v. Garland, pending the outcome of the Department of the Treasury’s ongoing appeal of the district court’s order. FinCEN immediately issued an alert notifying the public of this ruling, and recognizing that reporting companies may have needed additional time to comply with beneficial ownership reporting requirements, FinCEN extended reporting deadlines. On December 26, 2024, however, a different panel of the U.S. Court of Appeals for the Fifth Circuit issued an order vacating the Court’s December 23, 2024 order granting a stay of the preliminary injunction. Accordingly, as of December 26, 2024, the injunction issued by the district court in Texas Top Cop Shop, Inc. v. Garland is in effect and reporting companies are not currently required to file beneficial ownership information with FinCEN.
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