Subsequent Developments
On March 1, 2024, the U.S. District Court for the Northern District of Alabama ruled that the CTA was unconstitutional. Does that mean that businesses no longer need to comply? Not necessarily. The federal government filed an appeal on March 11, 2024, in the U.S. Court of Appeals for the 11th Circuit. That same day, FinCEN announced that the law’s requirements are still in effect for those not involved in the court case.
“While this litigation is ongoing, FinCEN will continue to implement the Corporate Transparency Act as required by Congress, while complying with the court’s order,” FinCEN stated. “Other than the particular individuals and entities subject to the court’s injunction … reporting companies are still required to comply with the law and file beneficial ownership reports as provided in FinCEN’s regulations.”
More About the CTA
The CTA is intended to curb illicit finance, including terrorist financing, money laundering and other illegal activities. But it could also open the door to the inspection of family offices, investment angels and other private individuals who may have been shielded from scrutiny in the past.
The CTA’s rules generally apply to both domestic and foreign privately held reporting companies. For these purposes, a reporting company includes any corporation, limited liability company or other legal entity created through documents filed with the appropriate state authorities. A foreign entity includes any private entity formed in a foreign country that is properly registered to do business in the United States.
The complete list of entities that are exempt from the reporting rules is too lengthy to include here, ranging from government units to not-for-profit organizations to insurance companies and more. Notably, an exemption was created for a “large operating company” that employs more than 20 persons on a full-time basis, has more than $5 million in gross receipts or sales (not including receipts and sales from foreign sources), and physically operates in the United States. However, many of these companies already must meet other reporting requirements providing comparable information.
If an entity initially qualifies for the large operating company exemption but subsequently falls short, it must then file a BOI report. On the other hand, an entity that might not currently qualify for an exemption can update its status with FinCEN to potentially gain exemption status.
Compliance Deadlines
The deadline to comply depends on the entity’s date of formation. Reporting companies created or registered prior to January 1, 2024, have one year to comply by filing initial reports. Those created or registered on or after January 1, 2024, but before January 1, 2025, will have 90 days upon receipt of their creation or registration documents to file their initial reports. Entities created or registered on or after January 1, 2025, will have 30 days upon receipt of their creation or registration documents to file their initial reports.
But stay tuned for more developments as the CTA case noted above goes through the appeals process. There could be other litigation as well, or Congress could make changes to the law.
