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Kim, Lahey & Killough Law Firm is an intellectual property and business law practice which spans business disputes and resolutions, patents, trade secrets, intellectual property protection services, contract enforcement, internet and privacy law, and more.
Corporate Transparency Act
CTA Breaking News:
Texas Federal Court Orders a Nationwide Preliminary Injunction Against the Corporate Transparency Act (“CTA”) – Enforcement of BOIR Filing Deadline Stayed
On December 3, 2024 the Federal District Court for the Eastern District of Texas issued a nationwide preliminary injunction against the Corporate Transparency Act and enforcement of the reporting rule that required you to file a Beneficial Ownership Interest Report (BOIR). Hence, if you were scrambling to get your BOIR report filed by the January 1, 2025 compliance deadline, you have just been granted a reprieve.
However, please note that a preliminary injunction is a temporary remedy until a court can make a final decision. A nationwide preliminary injunction does not preclude the Court of Appeals for the Eleventh Circuit in the Alabama case, NSBA v. Yellen, Case No. 5:22-cv-1448-LCB, from completing their review and issuing an opinion. We expect the CTA and BOIR reporting requirements may continue to evolve. Nonetheless, entities do not need to meet that CTA compliance deadline at this time.
We will continue to monitor developments with the CTA and the Reporting Rule and provide updates as they become available.
If you have concerns related to this topic or other business and corporate related matters, please contact your attorney or Emily Bohan or Tony Nolte with any questions.
The Corporate Transparency Act (CTA) is a law enacted in 2021 requiring many businesses to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), a part of the Department of the Treasury.
This law was created to deter money laundering, terrorism financing and other illegal activities. Reporting requirements started January 1, 2024.
Most corporations, LLC or similar entities formed by filing a document with the Secretary of State, plus other entities doing business in the U.S. who have filed with the Secretary of State.
There are 23 Exemptions: i.e.: Those already under reporting requirements such as banks, credit unions, any companies that are SEC registrants, SEC brokers or dealers, investment companies/advisors, insurance companies, public utilities, Sox registered accounting firms, and tax-exempt entities.
The CTA requires that all reporting companies provide ownership information identifying beneficial owners including its legal name, tax (EIN) ID number, Country and State of formation, and physical address.
A list of beneficial owners will need to be provided for all owners of the company who hold 25% or more and any manager(s) running day to day operations so are therefore exerting control over the company – and each beneficial owner will need to provide a FinCEN number, their full name, date of birth, residential address and an image of an acceptable identifying document together with document number and issuing jurisdiction, such as a passport, driver’s license or government issued ID.
Information for each BOI must include FinCEN ID of each beneficial owner, or personal identifying information in lieu of the FinCEN ID.
For Companies formed PRIOR TO 1/1/24: Initial reports are due prior to 12/31/24.
For Companies formed ON or AFTER 1/1/24:
- Initial reports are due 90 days after notice of formation of the entity
- Starting in 2025, this will decrease to 30 days after notice of formation of the entity
For Companies formed ANYTIME: Updates are due within 30 days of ANY CHANGE to the information provided.
Who We Are
& How We
Can Help
Kim, Lahey & Killough attorneys have over 120 combined years of experience counseling businesses in the Carolinas. Our clients include some of the most sophisticated and forward-thinking enterprises and individuals in the region.
We have experience counseling entrepreneurs, sole proprietors, franchises, inter-state and international companies of all sizes. Strategically, we are able to deliver personal, responsive, and effective representation in each matter we agree to undertake.
If you would like for us to assist you in navigating the complexities of the Corporate Transparency Act reporting requirement, please contact attorney Emily Bohan.
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Kim, Lahey & Killough Law Firm uses a client-centric focus to structure, protect and defend your intellectual property assets and help your business succeed.
Whether you are a potential client or an attorney who needs help with the Corporate Transparency Act or on a another business legal matter, we will be happy to assist you.