The Corporate Transparency Act (CTA), effective January 1, 2024, and enacted as part of the Anti-Money Laundering Act of 2020 in the National Defense Authorization Act for Fiscal Year 2021 (31 U.S.C. § 5336), requires certain entities that are reporting companies under the CTA (CTA reporting companies) to report their beneficial ownership information (BOI) and other information to the US Department of the Treasury's Financial Crimes Enforcement Network (FinCEN).

The CTA's reporting requirements are broadly applicable, and may principally impact small companies, many of whom have never made federal filings other than with the Internal Revenue Service. Many of the 23 categories of exemption will apply only to large operating companies or to those entities that are already highly regulated (for example, public companies, banks, and insurance companies).

CTA reporting companies are required to file their initial BOI reports and to update their BOI reports within certain set time periods. Filing deadlines generally depend on when:

Compliance with applicable deadlines will therefore require careful planning and implementation, especially when planning the formation of new entities. CTA reporting companies will need to have processes in place to timely identify and report the CTA's required information, and to monitor changes to that information for ongoing compliance.

Beginning January 1, 2024, CTA filings can be made electronically through FinCEN's online portal (see FinCEN BOI E-Filing System).

This Toolkit provides a collection of resources to assist counsel in complying with the CTA. Because the CTA is a new and evolving area of law, this Toolkit will be updated with additional content, particularly as FinCEN releases new guidance and resources.