FinCEN Extends Report Filing Deadline for Entities Formed After 2023

The following is the text of a November 29, 2023, FinCEN news release:

The Financial Crimes Enforcement Network (FinCEN) issued a final rule today that extends the deadline for certain reporting companies to file their initial beneficial ownership information (BOI) reports with FinCEN. Reporting companies created or registered in 2024 will have 90 calendar days from the date of receiving actual or public notice of their creation or registration becoming effective to file their initial reports. FinCEN will not accept BOI reports from reporting companies [. . .]

National Small Business Administration Sues to Overturn the Corporate Transparency Act

National Small Business Administration Press Release, November 20, 2023

Huntsville, AL – Today, Nov. 20, at 10:00 a.m., oral arguments in National Small Business Association v. Yellen will begin at the Huntsville United States District Court. The case is a challenge to the constitutionality of the Corporate Transparency Act (CTA) and specifically the law’s beneficial ownershipreporting requirements. The law would require nearly every American who runs or wants to form a corporation or LLC to [. . .]

What Corporate Transparency Act Means for Small Businesses

The National Small Business Association (NSBA) on November 9, 2023, published a survey it conducted of small businesses regarding the Corporate Transparency Act. The most startling statement in the survey is “The average small-business owner is looking at compliance costs for CTA of nearly $8,000 in the first year alone.”

Here are some of the interesting findings discussed in the survey:

47% of small business owners are unaware of the CTA.
48% said their business [. . .]

What is a FinCEN Identifier & How Can I Use It?

Question: What is a FinCEN Identifier?

Answer: A “FinCEN identifier” is a unique identifying number that FinCEN will issue to an individual or reporting company upon request after the individual or reporting company provides certain information to FinCEN.

An individual or reporting company is not required to obtain a FinCEN identifier.
An individual or reporting company may only receive one FinCEN identifier.
Your company may include FinCEN identifiers in its BOI report instead of certain required information about beneficial owners or company applicants.

FinCEN’s Estimate of Time & Cost to File a FinCEN Report

Question: How much time will I have to spend if I do a “do-it-yourself” FinCEN report?

Answer: The following text is from a Notice by the U.S. Treasury Department on 09/29/2023.

FinCEN estimates that 32,556,929 entities will submit initial beneficial owner information reports (“BOIRs”) in Year 1 (2024). In Year 2 (2025) and beyond, FinCEN estimates that the number of initial BOIRs filed will be 4,998,468 per year.

FinCEN estimates the average burden of reporting BOI as 90 minutes per response for [. . .]

Federal Government Incompetence with No End in Sight

The Corporate Transparency Act became a law on January 1, 2021. The CTA provided that it would become effective January 1, 2022. This law requires almost all existing companies formed in the United States since the U.S. became a country to file a report with the Financial Crimes Enforcement Network (FinCEN) that discloses information about each of the company’s “beneficial” owners. A beneficial owner is a person, entity or trust that own 25% or more of the company or who has substantial control of the company.

These FinCEN [. . .]

25+ Million Entities Must File a FinCEN Report Required by the Corporate Transparency Act

During a Senate Financial Services and General Government Appropriations Subcommittee U.S. Senator Cindy Hyde-Smith questioned Deputy Treasury Secretary Wally Adeyemo about the Biden administration’s actions that added new regulatory burdens on small businesses. Senator Hyde-Smith also told Adeyemo that the Corporate Transparency Act imposes financial and compliance burdens on small businesses. The CTA created a Beneficial Ownership Database that is intended to help fight financial crimes by bringing transparency with respect to who forms, owns, and controls American businesses and foreign entities that do business in [. . .]

Senators’ Letter to Treasury Secretary Criticizing FinCEN’s Failure to Finalize the Corporate Transparency Act

On May 10, 2022, U.S. Senators Marco Rubio (R-FL) and Elizabeth Warren (D-MA) sent a letter to U.S. Treasury Secretary Janet Yellen and Acting Director of the Financial Crimes Enforcement Network (FinCEN) Himamauli Das regarding the delayed implementation of Rubio’s Corporate Transparency Act (CTA), which was signed into law in 2020 (P.L. 116-283). Senators Chuck Grassley (R-IA), Sheldon Whitehouse (D-RI), Ron Wyden (D-OR), Bob Menendez (D-NJ), and Bill Cassidy (R-LA) also signed the letter.

“The Treasury Department has yet to finalize the implementation of the CTA—or even [. . .]

Senators’ Letter to FinCEN Asking It to Implement the Corporate Transparency Act

On May 5, 2022, U.S. Senators Marco Rubio (R-FL), Sheldon Whitehouse (D-RI), Ron Wyden (D-OR), and Chuck Grassley (R-IA) sent a bipartisan comment to the Financial Crimes Enforcement Network (FinCEN) encouraging the efficient, effective implementation of a beneficial ownership reporting system, as required by the Corporate Transparency Act (CTA).

The comment is below.

To Whom It May Concern,

We write in response to the Financial Crimes Enforcement Network’s (FinCEN) advance notice of proposed rulemaking regarding to the implementation of the Corporate Transparency Act (CTA), enacted into law as part of [. . .]

FinCEN’s Acting Director Testifies before Congress

FinCEN Director Him Das testified on April 28, 2022, before the House Committee on Financial Services. Very little of his written statement dealt with the Corporate Transparency Act. He closed by saying:

“In closing, timely and effective implementation of the AML Act, which includes the CTA, is a top priority. . . . limited resources have presented significant challenges to meeting the implementation requirements of our expanded mandate under the AML Act, including the CTA’s beneficial ownership requirements. As you are aware, we are missing deadlines, [. . .]

FinCEN’s Corporate Ownership Rules Stir Debate From Banking, Small Business Groups

A February 9, 2022, article in the Wall St. Journal discusses the Corporate Transparency Act (CTA). Here are some statements from the article:

“FinCEN in December released what it said were the first of three sets of proposed rules governing how the database will work. . . . FinCEN on Tuesday said it received more than 230 comments in response to its proposed rules. . . . stakeholders, however, including organizations representing financial institutions and small businesses, expressed [. . .]

Is Your Company Exempt from the Corporate Transparency Act?

The Corporate Transparency Act provides that all reporting companies must file a report with the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury or be subject to a $500/day fine. If you are an owner of a limited liability company (LLC), a professional limited liability company (PLLC) a corporation, a professional corporation, a limited partnership (LP), a limited liability partnership (LLP), a limited liability limited partnership (LLLP) you need to know if your company must file the FinCEN report or if it is exempt.

To [. . .]

FinCEN Issues Proposed Rule for Beneficial Ownership Reporting to Counter Illicit Finance and Increase Transparency

On December 7, 2021, FinCEN issued the following press release about the Corporate Transparency Act:

WASHINGTON—The Financial Crimes Enforcement Network (FinCEN) today issued a Notice of Proposed Rulemaking (NPRM) to implement the beneficial ownership information reporting provisions of the Corporate Transparency Act (CTA). The proposed rule is designed to protect the U.S. financial system from illicit use and impede malign actors from abusing legal entities, like shell companies, to conceal proceeds of corrupt and criminal acts. Such abuses undermine U.S. national security, economic fairness, and [. . .]

CTA Law