What is the Corporate Transparency Act?
The Corporate Transparency Act (CTA) is Title LXIV of the National Defense Authorization Act for Fiscal Year 2021.
Under the CTA, businesses must report information about their beneficial owners and information about the persons who form/register the business to the Financial Crimes Enforcement Network (FinCEN), a bureau within the Treasury Department. You can find FinCEN’s website here.
FinCEN is in the process of promulgating regulations to implement the CTA. On December 8, 2021, FinCEN published a proposed regulation.
The CTA is a federal law administered by a federal agency. The Utah Division of Corporations and Commercial Code does not administer this law.
Where can I find the proposed regulation?
You can find the proposed regulation here.
Where can I learn more?
The following are online resources that can help you learn more about the CTA:
- Fact Sheet: Beneficial Ownership Information Reporting Notice of Proposed Rulemaking (NPRM)
- FinCEN Issues Proposed Rule for Beneficial Ownership Reporting to Counter Illicit Finance and Increase Transparency
- The Corporate Transparency Act: Augmented Federal Anti-Money Laundering Legislation Brings New Reporting Requirements of Company Ownership
- The Corporate Transparency Act – Preparing for the Federal Database of Beneficial Ownership Information
- International Association of Commercial Administrators’ (IACA) information on the CTA
How do I contact FinCEN?
You can view FinCEN’s complete contact information here: https://www.fincen.gov/contact
What if I need more help? Please keep in mind that the division cannot give you legal advice. If you need help understanding how the CTA applies to your business, you may consider seeking the advice of an attorney. The Utah State Bar’s Licensed Lawyer referral service can help you find a licensed attorney that meets your needs.
U.S. Beneficial Ownership Information Registry Now Accepting Reports
As of 01/01/2024, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) began accepting beneficial ownership information reports. The bipartisan Corporate Transparency Act, enacted in 2021 to curb illicit finance, requires many companies doing business in the United States to report information about the individuals who ultimately own or control them.
Filing is simple, secure, and free of charge. Beneficial ownership information reporting is not an annual requirement. A report only needs to be submitted once, unless the filer needs to update or correct information. Companies that are required to comply must file by the following deadlines:
- Reporting companies created or registered to do business in the United States before January 1, 2024 must file by January 1, 2025.
- Reporting companies created or registered to do business in the United States in 2024 have 90 calendar days to file after receiving actual or public notice that their company’s creation or registration is effective.
To find out more about the reporting process, visit https://www.fincen.gov/boi.