THE CORPORATE TRANSPARENCY ACT 2024
Overview:
The Corporate Transparency Act (CTA) is officially here, which means that we can finally give you some more concrete information about its requirements. We also have some reminders about some important dates to keep on top of going into the new year. For companies that were formed prior to January 1, 2024, we have created a DIY guide to help you file your BOI report. DIY Guide on Filing Beneficial Information Reports for LLCs and Corporations Formed BEFORE January 1, 2024.
If you are considering filing a new LLC or Corporation in the State of Florida or recently filed AFTER January 1, 2024 click on the link to guide you through setting up your company and filing BOI report. New business in Florida
It is 2024 and nearly every business entity in the United States needs to file an “initial beneficial ownership information (BOI) report” with The US Treasury’s Financial Crimes Enforcement Network (FinCEN). The BOI report calls for the following information:
- Your entity’s name and Employer Identification Number (EIN);
- The name, residential address, and date of birth for each of the entity’s beneficial owners; and
- Photo ID for each of the entity’s beneficial owners
What does this mean to you as a Business Owner?
- File your report as soon as possible. There are steep fines and penalties for failing to file a BOI report.
- If you need assistance with filing your company’s BOI report, then you can schedule a call with your attorney to discuss your concerns or issues.
- Look out for scams. Scammers are already targeting businesses using the CTA as cover. Fraudulent letters and emails have been sent out with titles like “Important Compliance Notice” that contain URLs or QR codes. You should not respond to these messages or click the links or scan the QR codes associated with them. FinCEN will not send out any unsolicited messages to reporting companies.
Note: CTA Found Unconstitutional for Select Business Owners
While there have been many headlines talking about how the Corporate Transparency Act (CTA) was found to be unconstitutional, it’s important to understand the context surrounding this decision and its impact on Florida business owners.
In NSBA vs. Yellen, the CTA was challenged by the National Small Business Association (NSBA), an advocacy group based out of Ohio, and Alabama real estate agent Isaac Winkles. The court sided with the Winkles and the NSBA, determining that the law is unconstitutional due to congressional overreach. This resulted in a pause on filing requirements for the Plaintiffs in this case only.
FinCEN will otherwise continue their enforcement efforts against individuals and entities that fail to comply with the CTA. In other words, Florida business owners won’t be able to take advantage of this ruling unless they were already members of the NSBA before the court issued its decision on March 1, 2024. The United States Department of Justice (DoJ) has already filed their appeal disputing the judge’s decision.
Key Takeaways:
- There will likely be some back-and-forth between the judiciary and the legislature as the law is finalized, so stay tuned for further updates.
- Companies formed in 2024 have 90 days after formation to file their initial BOI reports. Please note that this time will be reduced to 30 days starting in 2025.
We are here to help!
We have prepared a Corporate Transparency Act (CTA) Guide to help our clients understand and meet their compliance requirements. We encourage you to meet with your attorney for more information on the following:
- Determining whether any entities in your organization are reporting companies;
- Determining whether any entities qualify for an exemption;
- Determining what information the organization must report;
- Reporting information about the reporting company;
- Identifying beneficial owners;
- Identifying company applicants;
- Updating and correcting BOI Reports;
- Updating contracts like Shareholder Agreements, Operating Agreements, and Limited Partnership Agreements with BOI compliance related clauses; and
- Corporate Transparency Act reporting compliance policies;
UPCOMING IMPORTANT BUSINESS DATES FOR BUSINESS OWNERS
The new year also means that federal tax and state reporting deadlines are coming up soon. Here are some big ones to keep in mind moving forward:
- W-2 and 1099 Returns – January 31st
- Partnership Tax Returns (Form 1065) – March 15th
- S Corporation Tax Returns (Form 1120-S) – March 15th
- C Corporation Tax Returns (Form 1120) – April 15th
- Individual Tax Returns – April 15th
- Florida Annual Report – May 1st
- Delaware Annual Report – June 30th
- Wyoming Annual Report – September 1st
PATRICIA (TRISH) MURPHY