Corporate Transparency Act Filing Deadline Is Fast Approaching

November 13, 2024

Kate Roth = Tonkon Torp LLP

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December 31 is less than six weeks away. For most, this time of year is steeped in tradition and holiday cheer. We make lists and check them twice. As you make your lists this year, do not forget about the beneficial ownership reports required by the Corporate Transparency Act (CTA).

Under the CTA, all reporting companies that existed before 2024 must file beneficial ownership reports before January 1, 2025. Those created this year have 90 days from the date of formation to file reports. These rules apply regardless of whether the reporting company was dissolved during 2024. As we look ahead, reporting companies created after 2024 will have only 30 days to file.

What is a “reporting company”? Subject to several exceptions, the definition includes corporations, limited liability companies, and other entities created under state law. Entities subject to reporting must disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), an agency of the U.S. Treasury Department. A beneficial owner is any individual who (a) directly or indirectly owns or controls at least 25% of the reporting company’s ownership interests or (b) exercises substantial control over the entity.

Don’t let the CTA filing deadline dampen your holiday spirit! Please reach out if you need assistance determining whether you have an entity that is a reporting company or identifying its beneficial owners.

We also offer advice to help you navigate the filing process if you decide to tackle this on your own. To that end, here are some helpful hints:

• Company Applicant Information: information about this person should only be included if the entity was formed in 2024 or later.

• We highly recommend that each person who is a beneficial owner of a reporting company obtain a FinCEN ID. It takes about 10 minutes to get this and helps protect sensitive, personally identifiable information during the filing process. More information can be found at FinCEN ID Step-by-Step Instructions.

• CTA filing requirements are not the same thing as the annual report filed each year with the Secretary of State, nor are the requirements in any way linked to state and federal tax filings.

• Print a copy of the filed report for your records.

As we approach the end of the year, we anticipate that FinCEN will see a large uptick in filings, which could crash its system. Get this filing checked off your year-end to-do list now to avoid any potential issues with FinCEN’s filing system.

This update is prepared for the general information of our clients and friends. It should not be regarded as legal advice. If you have questions about the issues raised here, please contact Kate Roth or the attorney with whom you normally consult.

About Tonkon Torp 
Tonkon Torp LLP is a leading business and litigation law firm serving public companies, substantial private enterprises, entrepreneurial businesses, and individuals throughout the Northwest. Tonkon Torp is celebrating its 50th year in business! See our History Timeline for more information, or visit tonkon.com.