Why You Should Care about the Corporate Transparency Act (“CTA”)

New legislation took effect January 1^st, 2024, and applies to almost ALL corporations, partnerships, and LLC’s in the US. The Corporate Transparency Act will be strictly enforced and both criminal and civil penalties can be imposed on those out of compliance.  Some entities must act before March 31^st, 2024 and all others must act by December 31^st, 2024.

We are offering our clients a low-cost Wyoming corporate compliance solution. Please complete the 2024 BOI form below and we will be in touch shortly.

The Corporate Transparency Act ruled unconstitutional

What that means for you

On March 1^st,2024 a Federal District Court ruled that the Corporate Transparency Act was unconstitutional.

At first glance, the summary judgment could be read as banning the federal government from enforcing the CTA. However, the court’s ruling prohibits CTA enforcement only against the National Small Business Association and its members.  If your business is not a member of the NSBA, then the law still applies to you and you need to file as required by the law.

What is the Corporate Transparency Act?

The Corporate Transparency Act is a new law that went into effect January 1^st, 2024, requiring almost all entities in the US to file  Beneficial Ownership Information (“BOI”) on individuals who own substantial pieces of, or otherwise control the entity to the Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”).

When do I need to file my entity’s BOI?

Entities formed after January 1^st, 2024, will need to file BOI reports within 90 days following formation.  Entities that have been formed before January 1, 2024, including aged shelf companies, will need to file the initial reports by January 1^st, 2025.

Who will be able to access the FinCen BOI database?

This information will be available to federal law enforcement agencies (including the Treasury and the IRS), and state and local law enforcement agencies with prior court approval. Foreign agencies may also ask for access to the information, either under an international treaty or as part of certain investigative procedures. Finally, financial institutions and their regulators may obtain access for purposes of satisfying their Know Your Customer requirements. These BOI filings will not be made available to the general public.

Does this information have to be filed annually?

No, but if an entity has a change of address, any owner’s address changes, ownership of the entity changes, or the entity’s exempt status changes, these changes must be reported within 30 days of any change.

What is the punishment for not filing?

The law sets forth multiple penalties for non-compliance, providing for both criminal and civil penalties.  Any individual who provides false information, or fails to report complete or updated information, is subject to a civil penalty of not more than $500 for each day that the violation continues, and may face fines of not more than $10,000, imprisonment for not more than two years, or both.  Separate from the CTA, individuals could face criminal liability under the federal criminal code, which prohibits knowingly and willfully providing false information or concealing a material fact to any of the three branches of the federal government.

Do I Still Need Your Privacy Packages

Yes. Even though the BOI is private, the State information is not.  We recommend that customers use the privacy packages to keep owner names off the State public record.

How will aged entities be affected?

Entities formed before January 1^st, 2024, will have until December 31^st, 2024 to report to the BOI database. If customers would like to obtain additional time before filing with the BOI database, we highly recommend purchasing one of our aged entities formed before January 1^st, 2024.

 Can Wyoming Corporate Services file BOI information for customers?

Yes, we do provide a service for the initial BOI filing and a recurring service to maintain the information in the FinCen BOI database. If you would like us to contact you with additional information regarding this service, please fill out the below form.

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