As our valued client, we wanted to alert you to a new regulation that went into effect on January 1, 2024.

What is the Corporate Transparency Act?

• The Corporate Transparency Act is part of the Anti-Money Laundering Act of 2020. It was enacted to help prevent financial crimes including money laundering, terrorist financing, drug and human trafficking, and fraud.
• The CTA aims to prevent business entities operating in the United States from providing anonymity for bad actors around the world by requiring filings of pertinent information with the Financial Crimes Enforcement Network (FinCEN).
• NOTE: Information will be stored securely as a resource for law enforcement - the data will not be accessible to the public.

Who does this apply to?

• “Reporting companies” are obligated to file the report and will be held responsible if the filing is not completed. 
• A reporting company is a US entity created under the laws of any US state, territory, or tribal authority or any foreign entity qualified to do business with any US state, territory, or tribal authority. Sole proprietors, partnerships, and other such organizations that do not have to file with state, territorial, or tribal authorities to operate are not considered “reporting companies”.

Are there any exemptions or do all corporate entities have to file? 

• FinCEN has designated 23 specific exemptions. The exemptions largely apply to entities that already submit similar information to federal authorities.
• A complete list of the 23 exemption categories along with a detailed worksheet to determine eligibility can be found in FinCEN’s Small Entity Compliance Guide.

What do reporting companies need to do? 

• The Act requires businesses registered to do business in the United States to file Beneficial Owner Information (BOI) with FinCEN.
• Entities formed before January 1, 2024, will have until December 31, 2024, to file the BOI report.
• Entities formed between January 1, 2024, and December 31, 2024, will have 90 days to file the report.
• Entities formed on or after January 1, 2025, will have 30 days to file the report.

• American Incorporators is committed to helping its clients navigate this new regulation. We have created a list of frequently asked questions that includes important links to FinCEN information.
• We encourage potential reporting companies to take time to educate themselves on the requirements and begin the process of identifying and gathering the information that will need to be reported. This includes securing a tax ID for your entity. American incorporators can obtain an EIN for you, if necessary. Click here for more details.
• American Incorporators offers a CTA Filing service designed to help clients stay compliant with the new federal regulation. CTA Filing Service pricing ranges from $100-$200 and is dependent upon the complexity of the filing. Please click the link below or contact us directly by phone (800.421.2661) or email (info@ailcorp.com). 
• Please keep an eye out for announcements via email, our newsletter, and our LinkedIn Page.

ALERT: On December 27, 2024, the 5th US Circuit Court of Appeals vacated its December 23^rd ruling that reinstituted FinCEN's authority to require and enforce the Corporate Transparency Act. As a result, deadlines for filing are not being enforced at this time. FinCEN continues to accept voluntary submissions and encourages companies to be ready to complete filings should the Department of Justice prevail in its case. The current injunction is a temporary stay pending a full hearing before the Court early in 2025.

American Incorporators continues to offer its CTA Filing Service to companies that are ready to file as the legal process plays out. Beneficial Owner Reports are filed in the order that they are paid and complete information is provided. Please be advised that given the uncertain legal landscape and anticipated volume of future orders, we cannot guarantee ontime filings for companies that chose to wait to file.