The law exempts several categories of private business from the report filing requirement, including:
1. Public companies (defined as issuers of a class of securities under section 12 of the Securities Exchange Act of 1934 or issuers that are required to file information under section 15(d) of that Act).
2. Any entity that employs more than 20 full-time employees in the United States, filed a federal tax return for the previous year with more than $5 million in gross receipts or sales (includes subsidiaries and operating affiliates), and operates from a physical US office.
3. Shelf companies (defined as any entity that is in existence for over one year, not engaged in "active business," and not directly or indirectly owned by a non-US person).
4. Certain charitable trusts and charitable split-interest trusts, Internal Revenue Code Section 501(c) charitable organizations and certain related entities.
5. Any pooled investment vehicle that is operated or advised by a bank, registered broker-dealer, registered investment company, or registered investment adviser, among others.
Writing in the New York Law Journal attorneys Joshua A. Levine and Daniel S. Levien note that the statute does not define the term "substantial control" and that the meaning of that phrase could be defined in several ways. How the Treasury Department's upcoming regulations define "substantial control" will have a significant impact on deal structures and will require practitioners to take into account the law's reporting requirements. The Treasury Department has not yet issued a notice of proposed rule making for its regulations that implement the Corporate Transparency Act, but some expect that notice to be published in the coming month, with a view toward adopting regulations before the December 31, 2021 statutory deadline.