Blogs About the Corporate Transparency Act

Board Members and Beneficial Owners A reporting company that is preparing its first beneficial ownership information report (BOI report) under the Corporate Transparency Act (CTA) should consider whether it should identify each of its board members (or members of the board of directors) as beneficial owners.  Although FinCEN’s regulations do

The Atlanta startup is playing a timely and critical role in helping millions of businesses comply with the Corporate Transparency Act, while also combatting money laundering and financial fraud. FinCEN REPORT, a beneficial ownership reporting service that helps U.S. companies comply with the new Corporate Transparency Act (CTA), received the

Deadlines Are Looming For Companies Under the Corporate Transparency Act Corporations, LLCs and other companies formed during 2024 have a looming deadline to file their beneficial ownership information (BOI) reports under the Corporate Transparency Act. While many lawyers are focused on the task of completing BOI reports for pre-2024 entities

Accounting Firms and CPAs Are Uniquely Positioned to Help with the CTA Accounting firms and CPAs are in a unique position to assist their clients with the Corporate Transparency Act (CTA).  The CTA is going to require more than 32 million companies to file beneficial ownership information (BOI) reports during

Federal Court Rules CTA is Unconstitutional You may have seen the recent headlines, describing how one federal court ruled that the CTA is unconstitutional. In a ruling dated March 1, 2024, a federal judge in the Northern District of Alabama ruled that the CTA was unconstitutional. That is not the

Even as business owners and attorneys are struggling to learn about the federal Corporate Transparency Act, state legislatures are considering legislation to impose similar corporate transparency obligations on the state level.  Earlier, we wrote about Maryland, where Senate Bill (SB) 954 proposes to require entities formed in Maryland to file

Even as business owners and attorneys are struggling to learn about the federal Corporate Transparency Act, state legislatures are considering legislation to impose similar corporate transparency obligations on the state level.  One of these is Maryland, where Senate Bill (SB) 954 proposes to require entities formed in Maryland to file

A frequent question at our Corporate Transparency Act webinars is whether an entity that dissolves before December 31, 2024 would still be obligated to file a beneficial ownership information (BOI) report. The question is important. If a dissolved entity ceases to constitute a “reporting company,” so that it has no

In a prior post (Beneficial Ownership Under the Corporate Transparent Act: The Capital Calculation Rules), I described how FinCEN’s Reporting Rule for preparing BOI reports required the reporting company to determine whether it was subject to the Partnership Capital Rule or the Corporate Capital Rule.  In this post, I am

FinCEN Corporate Transparency Act FAQs  On November 16, 2023 FinCEN issued additional FAQs on their website to answer new questions about the reporting process, reporting companies, beneficial owners, company applicants, reporting requirements, initial reports, and reporting company exemptions.  Importantly, readers should note that FinCEN’s FAQs are “explanatory only and do

The Treasury Department today announced the appointment of Andrea Gacki as the Director of the Treasury Department’s Financial Crimes Enforcement Network (FinCEN). Ms. Gacki presently serves as the Director of the Office of Foreign Assets Control (OFAC) at the Treasury Department. She has previously served as the Treasury Department’s Under

Much work remains to educate the business public about the CTA and its upcoming filing deadlines. Whether Chairman Luetkemeyer can persuade Congress to adopt new legislation is another matter. Even if the Republican-majority House of Representatives adopted legislation, getting the bill passed in the Senate, where Democrats hold a slim

FinCEN this week released its priorities for the second half of 2023. It has a lot of work to do. The Financial Crimes Enforcement Network of the U.S. Treasury said that it would: For FinCEN watchers, none of this is unexpected. FinCEN’s Final Rule on Beneficial Ownership Reporting takes effect on January 1,

Just when you thought you might be figuring out the Corporate Transparency Act, along comes the New York LLC Transparency Act to add to the confusion of all. The New York LLC Transparency Act. The New York Assembly in late June passed a bill (AO3484) entitled the “LLC Transparency Act.”

Treasury officials promise to amend their proposed form of BOI Report with an improved form of beneficial ownership report

In Episode 6 of the FinCEN Report Podcast, our CEO Jonathan Wilson spoke with Sarah Beth Felix, an AML compliance expert and Founder and CEO of Palmera Consulting. Felix, who has authored numerous papers on AML compliance and frequently consults with banks and financial institutions, shared her insights on AML issues,

In Episode 10 of our Podcast I spoke with Jim Lee, Chief of the IRS Criminal Investigative Division about his investigation and prosecution of money laundering and financial crimes

In Episode 9 of the FinCEN Report Podcast, our CEO Jonathan Wilson spoke with Inna Ganz, the Director of Corporate Tax for USTAXFS in Zurich, Switzerland. About Inna Ganz and USTAXFS Inna is a CPA (licensed in California) who practices in Zurich, advising European investors on their investments in U.S. entities. Because

One of the biggest open secrets for family enterprises in the US in 2023 is the impact of the Corporate Transparency Act (CTA). In the first part of this article, we discussed the technical requirements of the CTA. In this second part, we will discuss the impact that CTA reporting will

Orange Juice and Live Baby Gators: How do we attract customers?

Podcast Episode 8: Claus Christensen – Claus Christensen is the CEO and co-Founder of Know Your Customer Limited, a global provider of KYC and customer due diligence solutions for banks and financial institutions.

Podcast Episode 7 – Dr. Nicholas Gilmour, co-author of The War on Dirty Money, discussing the fight against money laundering and financial crimes.

Thinking about whether FinCEN should validate BOI data and how FinCEN might validate BOI data.

The Financial Accountability & Corporate Transparency (“FACT”) Coalition and two similarly-minded organizations torched plaintiff National Small Business United in a “friend of the court” (or “amicus”) brief filed in that case last week. The brief underscored the importance of fighting money laundering by ending the practice of corporate anonymity. The

The Treasury Department has filed a responsive brief in NSBU v. Yellen, a case brought in federal court in Alabama that seeks to have the Corporate Transparency Act on constitutional grounds. The 78-page document marshals an array of constitutional arguments in support of the statute.   Constitutional Standing To bring

FinCEN unveils its form for beneficial ownership reports and its form of application for FinCEN Identifier

On December 16, 2022, FinCEN issued a Notice of Proposed Rulemaking (Beneficial Ownership Information Access and Safeguards, and Use of FinCEN Identifiers for Entities) (the “Access NPRM“). The Access NPRM represents FinCEN’s proposed regulations for accessing the Beneficial Ownership Information (“BOI”) that FinCEN will collect under the Corporate Transparency Act. FinCEN

Is the Corporate Transparency Act Unconstitutional? An update on the National Small Business United v. Yellen lawsuit

A bipartisan group of Senators that include Democrats Sheldon Whitehouse (D-RI), Ron Wyden (D-OR), and Elizabeth Warren (D-MA) along with Republicans Chuck Grassley (R-IA) and Marco Rubio (R-FL), have written a letter commenting on the Treasury Department’s proposed Access Rule under the Corporate Transparency Act. The move underscores the bipartisan commitment the Senators have

The CTA Compliance Hub System is patent pending. This patent pending solution helps business owners file beneficial ownership reports with FinCEN.

The imposition of U.S. sanctions give U.S. business owners a need to focus on their CTA compliance. Volodymyr Zelenskyy’s media-savvy compliance, have focused public attention on the role sanctions will play in weakening Russia’s war economy. CTA Compliance Database The CTA (or Corporate Transparency Act) is a law adopted in 2020,

Lawyers Ethical Duties Under the Corporate Transparency Act: a Podcast with Anthony Soukenik of Sandberg Phoenix

I sometimes run across the question, “What is a shell company?” You hear the term shell company, or sometimes shell corporation, used all the time on police TV shows. The police captain walks into the squad room. “What’s the latest on the murder investigation?” he asks. The nerdy-looking policeman at

Coming Soon: The Corporate Transparency Act Compliance Guide

Podcast on Corporate Transparency Act with North Fulton Business Radio-X and John Ray

Private Equity and the Corporate Transparency Act: A Podcast with Bob Woosley from Frazier & Deeter

A Business New Year’s Resolution: Prepare for the Corporate Transparency Act. Business owners and business lawyers should know that the Corporate Transparency Act takes effect on January 1, 2024. That means that 2023 will be the last year in which entrepreneurs and business lawyers will be able to form companies

Lenders are requiring CTA compliance from borrowers in loan agreements and loan term sheets

FinCEN Issues NPRM Regarding Access to Beneficial Ownership Information

Treasury Warns Cryptocurrency Mixers on Money Laundering Concerns

National Small Business United, a business advocacy group, has filed a complaint in federal court in Alabama, seeking to have the Corporate Transparency Act declared unconstitutional

Master Class on the Corporate Transparency Act is now available on Quimbee.com

FinCEN Geographic Targeting Orders obligate title companies to report beneficial ownership information

FinCEN is extending its geographic targeting orders through April 2023 and expanding its geographic targeting orders to include Houston, Texas and Laredo, Texas

Himamauli Das, Acting Director of the Financial Crimes Enforcement Network, set expectations in prepared remarks for the beneficial ownership information reporting database.

FinCEN Final Rule on Beneficial Ownership Reports, outlining who must file and the information and timing required in beneficial ownership reports

Final rule for beneficial ownership reports under the Corporate Transparency Act

FinCEN announced today that it was issuing final regulations to implement the Corporate Transparency Act. The rule will require most corporations, limited liability companies, and other entities created in or registered to do business in the United States to report information about their beneficial owners—the persons who ultimately own or control the

Experts question FinCEN’s delay in implementing the Corporate Transparency Act

In this video, my law partner Mitzi Hill and I discuss challenges for businesses complying with the Corporate Transparency Act and EU privacy laws. The EU data privacy directive obligations EU member states to adopt data privacy laws in harmony with the director. EU data privacy laws restrict how businesses

In this video, my law partner Mitzi Hill and I discuss challenges for businesses complying with the Corporate Transparency Act and U.S. privacy laws. In several U.S. states, legislatures have adopted laws that restrict how businesses may collect personally-identifiable information (“PII”), use PII and store PII. In some of those

Canadian anti-money laundering laws continue to grow in scope and depth. Attorneys from the Canadian firm of Borden Laden Gervais write about expanding efforts by Canada’s Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) to impose AML obligations on payment service providers (PSPs) and other FinTech firms. They write: The government’s declaration of

A District of Columbia accountant was charged with criminal money laundering in connection with an online romance scam.

Do suspicious activity reports actually work? A recent study from the Government Accounting Office suggests that no one really knows.

FinCEN Report Company founder speaks on a podcast about the Corporate Transparency Act

HR 8294 provides additional funding for FinCEN

Corporate dissolution triggers a duty under the Corporate Transparency Act to file an amendment to the beneficial ownership report with FinCEN

Like the U.S. Corporate Transparency Act, recent developments in Canada will soon require private corporations in Canada to report beneficial ownership information to Canadian regulators. (Hat tip: Davies Ward Phillips & Vineburg has published an excellent summary.) Like their American cousins, Canadian regulators are implementing a multi-year effort to create a national registry of

In my recent podcast with Michael Melfi of Taylor English Duma, we discuss the Corporate Transparency Act.

FinCEN has issued a notice of proposed rule making regarding no-action letters.

American Law Institute CLE Presentation on Corporate Transparency Act

Business Radio-X podcast with FinCEN Report Company co-founder Jonathan Wilson

The U.S. leads the world in money laundering, according to a new report. Implementing the CTA would begin to curb this problem.

A bipartisan group of Senators is urging Congress to fund FinCEN fully to implement the Corporate Transparency Act

Senator Marco Rubio and Senate colleagues are urging the Treasury Department to implement the Corporate Transparency Act

Legislators in New York are considering the New York LLC Transparency Act.

FinCEN Director Him Das testified before the Committee on Financial Services of the U.S. House of Representatives on April 28, 2022.

The FACT Coalition urges the Financial Crimes Enforcement Network quickly to implement the Corporate Transparency Act

FinCEN announced that it had increased penalties for violations of the Bank Security Act. The change modifies 31 CFR 1010.821 by increasing the table of penalties found in that regulation. The change increases statutory minimum penalties to reflect inflation. In many cases, FinCEN increased the fines and penalties to amounts that are

Him Das, the Acting Director of FinCEN, addressed enforcement priorities in a speech to the American Bankers Association. Industry watchers monitor public statements from FinCEN in light of the organization’s proposed regulations to implement the Corporate Transparency Act. When implemented, the Corporate Transparency Act will require millions of U.S. companies to file a beneficial

In its Final Rule, FinCEN defines “substantial control” in a way that will increase corporate governance and filing obligations for millions of U.S. companies. Corporate Transparency Act Regulations The Corporate Transparency Act (or “CTA”) was adopted by Congress in December 2020. This new law, when implemented by FinCEN, will require most U.S. companies

Lawyers advising corporate clients will have new ethical duties as a result of the Corporate Transparency Act.Congress adopted the Corporate Transparency Act in December 2020. The CTA will take effect when FinCEN finalizes implementing regulations in 2022.   The Legal Duty of Competence Rule 1.1 of the Model Code of Professional

FinCEN today published its initial draft regulations to implement the Corporate Transparency Act. Regulators had previously published an advanced notice of public rulemaking to explore issues surround the CTA. FinCEN expects to publish the proposed regulations in the Federal Register tomorrow. (Updated December 8, 2021: Here is the Federal Register citation.) The Corporate Transparency Act

Congress Members are disappointed with the slow pace of implementing the Corporate Transparency Act according to reporting in the Financial Times. The three Democratic committee chairs have written to Janet Yellen, expressing disappointment at the Treasury Department’s slow pace. These committee chairs were instrumental in leading the adoption of the Corporate

Beneficial ownership rules in Europe and the U.S. are different but changing fast. As part of the National Defense Authorization Act of 2021 Congress adopted the Corporate Transparency Act (or “CTA”). The CTA includes some of the most significant changes to US anti-money laundering (“AML”) laws in recent years. Despite an EU-wide mandate known

Fallout from the Pandora Papers continues as the President of Ecuador is under investigation and European leaders are criticizing the U.S. for its lack of money laundering controls.   Investigation in Ecuador Ecuadoran President Guillermo Lasso is under investigation in his country for tax fraud. Documents in the Pandora Papers linked Lasso to two private foundations

Some real estate attorneys are questioning whether the Corporate Transparency Act will impose new ethical obligations on attorneys. The Corporate Transparency Act (“CTA”) requires companies to disclose their beneficial ownership through a report filed with FinCEN, the Treasury Department’s Financial Crimes Enforcement Network. The rules of legal ethics, however, compel attorneys not to

The Corporate Transparency Act requires the U.S. Treasury Department’s Financial Crimes Enforcement Network – FinCEN – to adopt regulations before the end of the year to implement the law. FinCEN has not yet released those regulations. But, there are five things your business can do now to prepare for this

A Treasury Department official confirmed this week the government’s commitment to issue CTA rules by year-end. The Corporate Transparency Act was passed by Congress over President Trump’s veto in December, 2020. In the CTA, Congress set December 31, 2021 as the deadline to implement the new law. The CTA hopes to create

Peter Stone, an investigative journalist, claims that America has become of the “money laundering capital of the world.”Stone claims that the U.S. earned this title because it lacks controls over money flows and financial accounts in his recent article in The New Republic. Stone describes some notorious examples, such as the “Russian

On April 11, 2021, the Treasury Department’s Financial Crimes Enforcement Network (FinCEN) announced that Michael Mosier would be the Acting Director. FinCEN had also announced the departure of Director Kenneth Blanco. The change took effect on April 2. As Acting Director, Mosier’s will play a key role in shaping FinCEN’s regulatory and