The Corporate Transparency Act (CTA) is a new federal law enacted in 2021 to combat money laundering, terrorism, tax fraud, and other illegal activities. As of January 1, 2024, the CTA began requiring a substantial number of business entities to report information regarding their “beneficial owners” to the Treasury Department’s Financial Crimes Enforcement Network (FinCEN).
What Entities Must Comply?
All domestic businesses created by registering with a state are subject to the Corporate Transparency Act. This includes corporations, LLCs, limited partnerships, and limited liability partnerships (LLPs). Foreign businesses filing with any state are also subject to the CTA. The CTA will primarily impact smaller entities not otherwise subject to federal oversight, but also larger organizations made up of multiple subsidiaries or single-purpose entities.
All entities formed prior to January 1, 2024, will have until January 1, 2025, to report. However, all entities formed on or after January 1, 2024, must submit their reports within 90 days after the entity is formed in 2024 and each year thereafter within 30 days after the entity is formed.
What Entities are Exempt?
The CTA contains numerous exemptions from its reporting requirements. These exemptions include: publicly traded or reporting companies, large operating businesses (20 or more full-time employees in the U.S. with a physical presence in the U.S. and more than $5 million in U.S. annual gross revenues in the previous year), certain investment funds and vehicles, tax-exempt entities, public accounting firms, banks, credit unions and wholly owned subsidiaries of exempt entities.
The Large Operating Company Exemption: The large operating company exemption applies to any entity that: (i) directly employs more than 20 full-time employees in the United States; (ii) has an operating presence at a physical office in the United States; and (iii) filed a federal income tax or information return in the United States for the previous year demonstrating more than $5 million of gross receipts or sales. While the greater than $5 million threshold applies on a consolidated basis, FinCEN declined to permit companies to consolidate employee headcount across affiliated entities for purposes of meeting the more than 20 full-time employee threshold.
The Subsidiary Exemption: The subsidiary exemption applies to any entity whose ownership interests are controlled or wholly owned, directly or indirectly, by specified exempt entities (including large operating companies).
Management Services Organizations (MSO): A management services organization (MSO) is a health care specific administrative and management engine that provides a host of administrative and management functions necessary to be successful in the ever changing healthcare environment. If an MSO does not meet all three criteria of the large operating company exemption, the MSO may be exempt under the subsidiary exemption, to the extent the MSO's ownership interests are controlled or wholly owned by a qualifying exempt entity.
Inactive Entities are also exempt. “Inactive” means that the entity was in existence on or before January 1, 2020, is not engaged in active business, is not owned by a foreign person, hasn’t changed owners in the last 12 months, hasn’t sent or received funds in an amount greater than $1,000 in the last 12 months, and doesn’t hold any assets.
Section 501(c) organizations that have not lost their tax-exempt status, Section 527(e)(1) political organizations and Section 4947 charitable and split-interest trusts are also not subject to the beneficial ownership reporting requirements under the CTA.
To find a list of FQAs and information on exempt companies and who may be exempt for inclusion as a beneficial owner, visit the FinCEN website.
Should you have any questions or concerns about how the Corporate Transparency Act applies to your business, please reach out to Derek Saunders, Keith Strahan or Richard Armstrong of our firm, shown here: https://lfbrown.law/our-team