Are Other Exchange Act Registered Entities Exempt From The Corporate Transparency Act?
There are 23 separate exemptions from the CTA's beneficial ownership reporting requirement. The exemptions are listed in order in FinCEN's Final Rule at 31 CFR 1010.380 and take effect on January 1, 2024.
CTA Exemptions Generally
In general, the CTA exempts companies that already report their beneficial ownership to the U.S. government under a separate legal framework. FinCEN's Final Rule addresses each exemption separately in subsection 1010.380(c)(2).
Exemption Number 9 - Other Exchange Act registered entity
(ix) Other Exchange Act registered entity. Any other entity not described in paragraph (c)(2)(i), (vii), or (viii) of this section that is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.).
This catch-all provision is intended to include any entity that is registered with the SEC under the Securities Exchange Act of 1934, other than those covered by the exemptions in subsection (c)(2)(i) (securities reporting issuers, (c)(2)(vii) (brokers and dealers) or (c)(2)(viii) (securities exchange or clearing agency).
Importantly, the exemption in subsection (c)(2)(ix) would only cover entities that are required to register under the Securities Exchange Act of 1934. The SEC administers registration formalities for entities under other statutes (such as the Investment Advisors Act, for example) and entities registered under those other statutes would not be covered by the exemption in subsection (c)(2)(ix).