Florida Filing & Search Services, Inc.
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:
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:
DO NOT, UNDER ANY CIRCUMSTANCES, USE THE ADDRESS OF YOUR REGISTERED AGENT FOR YOUR BUSINESS ADDRESS OR PHYSICAL ADDRESS IN THIS OR ANY OTHER FILINGS. WILLFUL MISREPRESENTATION OF REQUIRED INFORMATION WILL RESULT IN PENALTIES UP TO 500.00 PER DAY.