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February 14, 2024
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2 mins
Important update for founders and business owners: Effective January 1, 2024, a newly enacted law has come into effect that impacts various U.S. entities, including LLCs and corporations. This law, known as the Corporate Transparency Act (CTA), is a key part of the broader Anti-Money Laundering Act of 2020. It represents a significant change in how the U.S. government regulates businesses, to make them more transparent and prevent financial crimes like money laundering, terrorism financing, and tax evasion.
Under this law, certain U.S. and foreign businesses must now share details about their beneficial owners. These are individuals who have substantial control or own a significant portion of the company. They have to disclose this information to the Financial Crimes Enforcement Network (FinCEN).
The CTA casts a wide net, applying to corporations, limited liability companies (LLCs), and other entities created by filing with a state office or registered to do business in the U.S. However, it exempts entities such as public companies, financial institutions, and others already under substantial regulatory scrutiny, or meeting specific criteria related to their operational and financial size.
Entities covered under the CTA are required to provide detailed personal information for each beneficial owner and company applicant, including names, birth dates, addresses, and identification numbers. A beneficial owner under the CTA is defined as anyone who directly or indirectly has substantial control over the entity or owns at least 25% of its ownership interests.
The deadlines for reporting beneficial ownership information vary depending on when the entity was formed or registered. Entities formed or registered before the CTA's effective date have until January 1, 2025, to file their initial report, while those formed or registered afterward have different deadlines based on the specific dates of formation or registration.
The CTA imposes severe penalties for failing to comply with its reporting requirements. Entities and individuals can face civil fines up to $500 per day, not exceeding $10,000, and criminal penalties, including imprisonment for up to two years for non-compliance or providing false information.
Beneficial ownership information collected under the CTA will be stored in a secure, non-public database FinCEN maintains. Access to this information is strictly regulated, available only to federal and state law enforcement agencies, financial institutions for due diligence purposes, and, under specific conditions, to foreign law enforcement entities.
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For guidance and assistance regarding the Corporate Transparency Act (CTA) and its reporting requirements, we encourage you to consult with your legal counsel or compliance partner, such as your attorney or accounting firm. For further resources or general inquiries, please feel free to contact us at support@niural.com.