An Entity is a Reporting Company if It Does Business in the U.S. Unless It is an Exempt Entity

The Corporate Transparency Act (CTA) 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. Companies formed before January 1, 2024, have until December 31, 2024, to file their FinCEN report.  Companies formed after December 31, 2023, have thirty days from their formation date to file their FinCEN report.

If you are an owner of a limited liability company (LLC), a professional limited liability company (PLLC) a corporation, a professional corporation (PC), a limited partnership (LP), a limited liability partnership (LLP), a limited liability limited partnership (LLLP) or a business trust (a/k/a statutory trust or Massachusetts trust) you need to know if your company is a CTA reporting company so you can take action to cause the company to file its FinCEN report to avoid the $500 a day late filing penalty.

Warning:  Almost all entities formed in the U.S. or formed outside the U.S. that do business in the U.S. are reporting companies under the CTA and must file a FinCEN report.  Reporting companies should hire us, FinCEN Filer, LLC, to:

  • collect the CTA required information about the company, its beneficial owners and the person who formed the company,
  • prepare the company’s FinCEN report,
  • get the company and its beneficial owners to confirm that the information in the proposed FinCEN report is true and correct,
  • file the report with FinCEN,
  • give the company and all beneficial owners a copy of the filed FinCEN report,
  • Optional: remind the company and beneficial owners to alert us when any information in a filed report changes,
  • Optional: collect updated CTA required information when it changes, and
  • Optional: file an amended FinCEN report when previously filed information changes.

That is what we do.  Hire us to be your company’s CTA protector get peace of mind that FinCEN won’t be fining your company $500/day for not filing its initial FinCEN report or any amended FinCen report.

Entities that are Exempt from the Corporate Transparency Act Report Filing Requirement

The following list describes entities that are exempt from the Corporate Transparency Act and that do not have to file a FinCEN report about their company, its beneficial owners or its applicant.  If your company is one of the entity types in the exemption list then the company does not have to file a FinCEN report and is not subject to the $500/day penalty because it is not a reporting company under the CTA.  If your company is not a type of entity listed below then it is a reporting company and must file a CTA FinCEN report.

1. An entity that is an issuer of a class of securities registered under section 12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l).

2. An entity that is an issuer that is required to file supplementary and periodic information under section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(d)).

3. An entity that is established under the laws of the United States, an Indian Tribe, a State, or a political subdivision of a State, or under an interstate compact between 2 or more States; and that exercises governmental authority on behalf of the United States or any such Indian Tribe, State, or political subdivision.

4. An entity that is a bank defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813).

5. An entity that is a bank defined in section 2(a) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)).

6. An entity that is a bank defined in section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)).

7. An entity that is a Federal credit union or a State credit union (as those terms are defined in section 101 of the Federal Credit Union Act (12 U.S.C. 1752)).

8. An entity that is a a bank holding company (as defined in section 2 of the Bank Holding Company Act of 1956 (12 U.S.C. 1841)) or a savings and loan holding company (as defined in section 10(a) of the Home Owners’ Loan Act (12 U.S.C. 1467a(a)));

9. An entity that is a money transmitting business registered with the Secretary of the Treasury under section 5330;

10. An entity that is a a broker or dealer (as those terms are defined in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c)) that is registered under section 15of that Act (15 U.S.C. 78o);

11. An entity that is an exchange or clearing agency (as those terms are defined in section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 78c)) that is registered under section 6 or 17A of that Act (15 U.S.C. 78f, 78q–1);

12. An entity that is a not described in paragraph 1, 10 or 11 above that is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.);

13. An entity that is an investment company (as defined in section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a–3)) or an investment adviser (as defined in section 202 of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2)); and is registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. 80a–1 et seq.) or the Investment Advisers Act of 1940 (15 U.S.C. 80b–1 et seq.);

14. An investment adviser described in section 203(l) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–3(l)); and that has filed Item 10, Schedule A, and Schedule B of Part 1A of Form ADV, or any successor thereto, with the Securities and Exchange Commission;

15. An insurance company (as defined in section 2 of the Investment Company Act of 1940 (15 U.S.C. 80a–2));

16. An entity that is an insurance producer that is authorized by a State and subject to supervision by the insurance commissioner or a similar official or agency of a State; and (II) has an operating presence at a physical office within the United States;

17.  An entity that is a registered entity (as defined in section 1a of the Commodity Exchange Act (7 U.S.C. 1a));

18. An entity that is a futures commission merchant, introducing broker, swap dealer, major swap participant, commodity pool operator, or commodity trading advisor (as those terms are defined in section 1a of the Commodity Exchange Act (7 U.S.C. 1a)); or a retail foreign exchange dealer, as described in section 2(c)(2)(B) of that Act (7 U.S.C. 2(c)(2)(B)); and is registered with the Commodity Futures Trading Commission under the Commodity Exchange Act (7 U.S.C. 1 et seq.);

19. An entity that is a public accounting firm registered in accordance with section 102 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7212);

20. An entity that is a public utility that provides telecommunications services, electrical power, natural gas, or water and sewer services within the United States;

21. An entity that is a financial market utility designated by the Financial Stability Oversight Council under section 804 of the Payment, Clearing, and Settlement Supervision Act of 2010 (12 U.S.C. 5463);

22. An entity that is a pooled investment vehicle that is operated or advised by a person described in clause (iii), (iv), (vii), (x), or (xi);

23. An entity that is an organization that is described in section 501(c) of the Internal Revenue Code of 1986 (determined without regard to section 508(a) of such Code) and exempt from tax under section 501(a) of such Code, except that in the case of any such organization that loses an exemption from tax, such organization shall be considered to be continued to be described in this subclause for the 180-day period beginning on the date of the loss of such tax-exempt status;

24. An entity that is a political organization (as defined in section 527(e)(1) of such Code) that is exempt from tax under section 527(a) of such Code;

25. An entity that is a trust described in paragraph (1) or (2) of section 4947(a) of such Code;

26. An entity that is a corporation, limited liability company, or other similar entity that operates exclusively to provide financial assistance to, or hold governance rights over, any entity described in paragraph 23 above that is a United States person beneficially owned or controlled exclusively by 1 or more United States persons that are United States citizens or lawfully admitted for permanent residence and that derives at least a majority of its funding or revenue from 1 or more United States persons that are United States citizens or lawfully admitted for permanent residence;

27. An entity that employs more than 20 employees on a full-time basis in the United States and that filed in the previous year Federal income tax returns in the United States demonstrating more than $5,000,000 in gross receipts or sales in the aggregate, including the receipts or sales of other entities owned by the entity; and other entities through which the entity operates; and that has an operating presence at a physical office within the United States;

28. An entity that is any corporation, limited liability company, or other similar entity of which the ownership interests are owned or controlled, directly or indirectly, by 1 or more entities described in paragraph 1, 2, 3, 4, 5, 6, 7, 8, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23 or 27;

29. An entity that is any corporation, limited liability company, or other similar entity that has been in existence for over 1 year; that is not engaged in active business; that is not owned, directly or indirectly, by a foreign person; that has not, in the preceding 12-month period, experienced a change in ownership or sent or received funds in an amount greater than $1,000 (including all funds sent to or received from any source through a financial account or accounts in which the entity, or an affiliate of the entity, maintains an interest); and that does not otherwise hold any kind or type of assets, including an ownership interest in any corporation, limited liability company, or other similar entity;

30. Any entity or class of entities that the Secretary of the Treasury, with the written concurrence of the Attorney General and the Secretary of Homeland Security, has, by regulation, determined should be exempt from the requirements of subsection (b) because requiring beneficial ownership information from the entity or class of entities would not serve the public interest; and would not be highly useful in national security, intelligence, and law enforcement agency efforts to detect, prevent, or prosecute money laundering, the financing of terrorism, proliferation finance, serious tax fraud, or other crimes.