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The Corporate Transparency Act (CTA)


The federal Corporate Transparency Act (CTA) went into effect on January 1, 2024.

In brief, the CTA seeks to assist federal agencies in their attempts to thwart bad actors who use corporations, LLCs, and other entities to launder ill-gotten money or fund terrorism. The CTA requires newly formed and existing corporate entities to file a Beneficial Owner Information Report (BOIR). This will need to be filed within 90 days of formation (for entities formed on or after January 1, 2024) or by December 31, 2024 for entities formed prior to January 1, 2024.

There are several components to this report, but the report itself is easy to file for most companies. You can find the answer to most questions as well as the link to file here. You will need an image of a government issued ID and information about your company and its Beneficial Owners. Companies formed after December 31, 2023 will also need to complete the Company Applicant (CA) section in the report.

Determining who the Beneficial Owners of your company are will be up to you and your attorney. You can read the definitions and exclusions here.

For companies that use Florida Filing to complete a new company filing, we will provide the CA information with your results and/or can complete the filing as a service to you or your client. The CA section deals with who facilitated the qualifying filing. There will be two slots for CAs on the BOIR: 

  1. If Florida Filing assisted with the formation filings for the new entity, Florida Filing will be considered a Company Applicant: an entity that assists with a filing.
  2. If your law firm, or service company, assisted with preparing the documents, advising a client, or providing us with the information needed to complete the filing (e.g. sent us the filing), they will be considered the other CA.
  3. FinCEN has specified that if an attorney prepares the document and gives it to a paralegal to have us file it, the attorney and the paralegal are considered CAs. If, however, the paralegal directs the filing and then has us submit it, the paralegal and Florida Filing will be the CAs.  Further, if the client reaches out directly to us to complete a qualifying filing, he or she and Florida Filing would be the CAs.
  4. For more information about who is considered a CA, please see this FAQ on the FinCEN website: https://www.fincen.gov/boi-faqs#E_1 . Again, only companies qualifying after January 1, 2024 will need to complete the CA section.

Please note, we do not and will not provide any legal advice regarding who is considered a Beneficial Owner or which companies would be exempt from filing. Those questions should be answered by a legal professional.

                                                                                            CTA at a Glance

Who will report? Any individual who ‘‘(A) files an application to form a corporation, limited liability company, or other similar entity under the laws of a State or Indian Tribe; or (B) registers or files an application to register a corporation, limited liability company, or other similar entity formed under the laws of a foreign country to do business in the United States by filing a document with the secretary of state or similar office under the laws of a State or Indian Tribe.”  The CTA lists 23 exemptions to the reporting requirement. These exemptions can be found here

When to report? The BOI report will be available on the FinCEN website on January 1, 2024. Entities formed on or after that date will have 90 days to complete the report. Entities formed before January 1, 2024 will have a year from that date to complete their report.  After your initial BOIR filing, any changes within your company that affect the information reported in the BOIR will need to be updated. 

What information will be required? The CTA lists the following in regards to ownership information needed to submit the BOI report: 

  1. Full legal name
  2. Date of birth
  3. Current, as of the date of report, residential or business street address (must be physical address)
  4. Unique identifying number from an acceptable identification document defined as: (i) a non-expired U.S. passport; (ii) a non-expired identification document issued by a state, local government or Indian tribe; (iii) a non-expired driver’s license issued by a state; or (iv) if the individual lacks all of the foregoing documents, a non-expired foreign passport. 
  5. An image of the identification document to upload.