The new Corporate Transparency Act (“CTA”) takes effect January 1, 2024, creating reporting obligations for most business entities, including corporations, limited liabilities companies, and other entities formed by filing with a secretary of state or similar office (known as “reporting companies”). The CTA likely extends to most condominium and community associations and co-ops, and it may also apply to trustees and trusts that are beneficial owners.
The reporting company must certify that the FinCEN report is complete and accurate. Reporting is done online through a secure filing system known as BOSS (Beneficial Ownership Secure System) accessed via FinCEN’s website at https://www.fincen.gov/. The website will be available beginning on January 1, 2024.
Obligations for Newly Created Entities
Newly created reporting companies must electronically report beneficial ownership information to FinCEN within 90 days of formation, subject to certain exemptions. New reporting companies must report detailed information about themselves, their company applicant(s), and their beneficial owners.
Obligations for Existing Entities
Reporting companies existing before January 1, 2024 must electronically report by January 1, 2025 information about themselves and their beneficial owners, unless an exemption applies. We recommend reporting existing beneficial owner information for existing reporting companies as soon as practicable in 2024.
Beneficial Ownership Information
For each of your company’s beneficial owners and each company applicant (if required to be reported), your company will need to provide (i) the individual’s legal name, (ii) the individual’s birthdate, (iii) the individual’s address (in most cases, a home address), and (iv) an identifying number from a driver’s license, passport, or other approved document, as well as an image of the relevant document.
Beneficial owners are individuals who, directly or indirectly, either (i) own or control 25% or more of the ownership interests in a reporting company or (ii) exercise “substantial control” over a reporting company. For additional information on beneficial ownership, visit LP’s Corporate Transparency Act information page.
Reporting Changes to Beneficial Ownership
Any changes to beneficial ownership information must be reported to FinCEN within 30 days of the change becoming effective. Corrections to previously filed reports must be reported within 30 days of becoming aware of or having reason to know of an inaccuracy.
Penalties for Reporting Violations
Any person who willfully provides false or fraudulent beneficial ownership information to FinCEN or willfully fails to report complete or update beneficial ownership to FinCEN is liable for a civil penalty of up to $500 per day that the violation continues and may be fined not more than $10,000, imprisoned for not more than two years, or both.
Most clients can handle reporting themselves, and based on presently available information, this process should not be too burdensome or time-consuming for any single reporting company. However, clients with numerous legal entities may face administrative challenges.
Once the BOSS (Beneficial Ownership Secure System) platform is available on FinCEN’s website beginning January 1, 2024, we will provide additional information regarding the reporting process.
Additional Information
Corporate Transparency Act Reporting Requirements: What Do Illinois Community Associations Need to Know?
What Trustees Need to Know About the Corporate Transparency Act – Sooner Rather Than Later
Corporate Transparency Act
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