Are Public Accounting Firms 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 15 - Public accounting firm
Subsection 1010.380(c)(2)(xv) of the Final Rule exempts:
(xv) Accounting firm. Any public accounting firm registered in accordance with section 102 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7212).
The Sarbanes-Oxley Act of 2002 imposed a series of far-reaching changes on companies whose securities were registered with the SEC.
Among those changes was a change that required accounting firms who perform audit services for issuers of registered securities to register with the SEC. (15 USC 7212). Accounting firms that are registered with the SEC to perform audit services for public issuers may avail themselves of the exemption in Section 1010.380(c)(2)(xv) of the Final Rule.