US Corporate Transparency Act

The final rules implementing the Corporate Transparency Act are effective January 1, 2024, and establish uniform beneficial ownership information (BOI) reporting requirements for certain businesses—estimated to be more than 32 million—operating in the United States, with the goal of developing a central registry of legal entity beneficial owners in order to combat money laundering and illicit financial activities.

Our lawyers are on the leading edge of this issue, which has broad application across a wide range of business types and industry sectors. We routinely assist companies in evaluating their potential BOI reporting requirements and navigating guidance issued by the Financial Crimes Enforcement Network (FinCEN).

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3/8/2024 - LLCs and Small Business Owners: Be Sure to File Beneficial Ownership Information Report to Comply with CTA
January 1, 2024 ushered in a new regulatory scheme for small business owners across the United States with the Corporate Transparency Act (CTA). The CTA seeks to combat illicit activity involving tax fraud, money laundering, and terrorism financing, but brings new burdens for owners of limited liability companies (LLCs), corporations, and other business entities (referred to as “reporting companies” by the CTA) created by a filing with a secretary of state or similar office under state or tribal law.

3/8/2024 - Corporate Transparency Act Update: Beneficial Ownership Reporting in Tax Equity Transactions
Regulations recently coming into effect under the Corporate Transparency Act (CTA) may impose new beneficial ownership reporting obligations on clean energy tax equity partnerships and joint ventures. The rules now require reporting companies to disclose certain personal information of each “beneficial owner” to the Financial Crimes Enforcement Network (FinCen). The regulatory language and available guidance raise a number of questions in the context of these equity investment structures.

3/4/2024 - US District Court Declares Corporate Transparency Act Is Unconstitutional
The US District Court for the Northern District of Alabama issued a landmark decision on March 1, 2024 in which it held that the Corporate Transparency Act (CTA) is unconstitutional. In the opinion, Judge Liles Burke held that the CTA does not fall within Congress’s powers to regulate commerce, oversee foreign affairs and national security, or impose taxes and related regulations.

1/2/2024 - 5 Recent Developments Family Offices Are Watching in 2024, Law360
Partners Sara Wells, Jack O’Brien, and Christine Schleppegrell wrote a column for Law360 discussing recent federal regulatory changes—including the Corporate Transparency Act and gift and estate tax exemption increases—that will influence how family offices invest and operate in the new year. Sara, Jack, and Christine provide an overview of these and other regulatory developments and how they impact family offices.

12/6/2023 - Corporate Transparency Act: Beneficial Ownership Reporting Requirements for Small, Medium Businesses Effective Jan 1
The Financial Crimes Enforcement Network’s final rule implementing the Corporate Transparency Act’s beneficial ownership information reporting requirements will become effective on January 1, 2024. Small and medium businesses should prepare for compliance with the requirements.

9/25/2023 - Corporate Transparency Act: What Family Offices and LLCs Need to Know
With the effective date of the Corporate Transparency Act (CTA) approaching at the start of 2024, affected entities should be aware of and begin preparing for new requirements, including for beneficial ownership information (BOI) reporting. In this LawFlash, we give an overview of the CTA and its specific impact on family offices, as well as its impact on individuals with interests in LLCs and other unregulated entities.

9/20/2023 - US Corporate Transparency Act: Impact on Private Funds and Venture Capital Funds
The final rule of the Financial Crimes Enforcement Network (FinCEN) implementing the Corporate Transparency Act’s (CTA’s) beneficial ownership requirements will become effective on January 1, 2024. The final rule may apply to some of the entities within a private fund structure unless such entities are restricted to come within applicable exemptions before reporting dates become effective.

9/19/2023 - How US Regulatory Changes Are Impacting the Way Sovereign Wealth Funds Invest
Several US regulatory agencies have proposed or enacted new rules in 2023 aimed at making the investment process more transparent. Many of those changes, including amendments to the Investment Advisers Act of 1940 by the US Securities and Exchange Commission (SEC), new beneficial owner requirements under the Financial Crimes Enforcement Network’s (FinCEN’s) Corporate Transparency Act, sweeping new Hart­Scott-Rodino Act (HSR) rules by the US Federal Trade Commission (FTC), and Internal Revenue Service (IRS) regulations regarding the exemption for “qualified foreign pension funds” from taxation under the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA), are directly affecting how sovereign wealth funds (SWFs) are structuring their investments.