Corporate Transparency Act FAQs

What is the Corporate Transparency Act?

The Corporate Transparency Act (the "CTA") was enacted by Congress in January 2021 and its primary purpose is to prevent money laundering and other illicit activities by requiring companies formed or registered in the United States to disclose the names of the individuals who own or control the entity. The CTA requires entities to file a beneficial ownership information report with The Financial Crimes Enforcement Network ("FinCEN"), a division of the Treasury Department.

Under the Corporate Transparency Act, who can access Beneficial Owner Information?

FinCEN has stated that access is permitted only to Federal, State, local, and Tribal officials, as well as certain foreign officials who submit a request through a U.S. Federal government agency for authorized activities related to national security, intelligence, and law enforcement. Financial institutions will also have access to beneficial ownership information in certain circumstances, with the consent of the reporting company. Those financial institutions' regulators will also have access to beneficial ownership information when they supervise the financial institutions.

Is the information provided to FinCEN publicly available?

No, none of the information reported to FinCEN will be publicly available. Additionally, FinCEN does not plan to have any search functionality to determine which entities have submitted a report. The Corporate Transparency Act imposes stringent access requirements and safeguards on each group of requesters and only authorizes FinCEN to disclose beneficial ownership information in certain circumstances.

Who can file a BOI Report on behalf of a Reporting Company, and what information will be collected?

Anyone whom the reporting company authorizes to act on its behalf, such as an employee, owner, or third-party service provider, may file a BOI report on the reporting company's behalf. When submitting the BOI report, individual filers should be prepared to provide basic contact information about themselves, including their name and email address or phone number.

How do I know if I need to file?

RASi cannot advise if your entity is considered a reporting company and therefore required to file or if it qualifies for an exemption as this would be deemed legal advice. We do however offer a free CTA Eligibility Wizard to help our clients make a preliminary determination if 1) they are or are not a possible reporting company and 2) if they might qualify for an exemption based off some preliminary "yes/no" questions using the information FinCEN has set forth in their website, as well as in Small Entity Compliance Guide. If your entity is determined to be a reporting company and does not meet any of the 23 exemptions, then it is likely you would need to comply with the requirements of CTA; however, we suggest that you seek legal counsel to determine your reporting requirements.

Do I have to file a BOI Report?

RASi cannot advise if your entity is considered a reporting company and therefore required to file or if it qualifies for an exemption as this would be deemed legal advice. We do however offer a free CTA Eligibility Wizard to help our clients make a preliminary determination if 1) they are or are not a possible reporting company and 2) if they might qualify for an exemption based off some preliminary "yes/no" questions using the information FinCEN has set forth in their website, as well as in FinCEN's Small Entity Compliance Guide. If your entity is determined to be a reporting company and does not meet any of the 23 exemptions, then it is likely you would need to comply with the requirements of CTA; however, we suggest that you seek legal counsel to determine your reporting requirements.

When do I need to report my company’s beneficial ownership information to FinCEN?

A reporting company that was in existence prior to January 1, 2024, will have until January 1, 2025, to file its initial beneficial ownership information report.

A reporting company created on or after January 1, 2024, but before January 1, 2025, will have 90 days to file its initial beneficial ownership information report.

Effective January 1, 2025, a reporting company created on or after January 1, 2025, will have 30 days to file its initial beneficial ownership information report.

The deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a Secretary of State (or similar office) first provides public notice of its creation or registration, whichever is earlier.

What is a FinCEN Identifier?

The FinCEN ID is a unique number issued to an individual or reporting company who may then provide their FinCEN ID rather than providing their personal information on a BOI report. To obtain a FinCEN ID, the individual must register with FinCEN and provide all of the required personal information. FinCEN will securely store the individual's personal information. The personal information will not be publicly available.

How can I use a FinCEN Identifier?

When a beneficial owner or company applicant has obtained a FinCEN identifier, reporting companies may report the FinCEN identifier of that individual in the place of that individual’s otherwise required personal information on a beneficial ownership information report.

A reporting company may report another entity’s FinCEN identifier and full legal name in place of information about its beneficial owners when three conditions are met: (1) the other entity obtains a FinCEN identifier and provides it to the reporting company; (2) the beneficial owners hold interests in the reporting company through ownership interests in the other entity; and (3) the beneficial owners of the reporting company and the other entity are the exact same individuals.

What constitutes a Reporting Company?

In general, there are 2 types of reporting companies:

Domestic reporting companies are corporations, limited liability companies, and any other entities created by the filing of a document with a Secretary of State (or any similar office) under the law of a State or Indian Tribe in the United States.

Foreign reporting companies are entities (including corporations and limited liability companies) formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a Secretary of State (or any similar office).

RASi cannot advise if your entity is considered a reporting company and therefore required to file or if it qualifies for an exemption as this would be deemed legal advice. We do however offer a free CTA Eligibility Wizard to help our clients make a preliminary determination if 1) they are or are not a possible reporting company and 2) if they might qualify for an exemption based off some preliminary "yes/no" questions using the information FinCEN has set forth in their FinCEN's Small Entity Compliance Guide. If your entity is determined to be a reporting company and does not meet any of the 23 exemptions, then it is likely you would need to comply with the requirements of CTA; however, we suggest that you seek legal counsel to determine your reporting requirements.

Who is a beneficial owner, and what information must be disclosed about that individual?

In general, a beneficial owner is an individual who owns or controls at least 25 percent of a company or has substantial control over the company. FinCEN recently issued resources to help reporting companies determine who might have substantial control and/or help calculate ownership interest. To learn more about this, please see Chapter 2 of the Small Entity Compliance Guide.

For each individual that is deemed a beneficial owner, a reporting company will have to provide the following information:

The individual's name;
Date of birth;
Residential address; and
An identifying number from an acceptable identification document such as a passport or U.S. driver's license, and the name of the issuing state or jurisdiction of identification document. The reporting company will also have to provide an image of the identification document.

In lieu of providing this information on the report, an individual may obtain a FinCEN Identification Number.

What Information must be disclosed about a Company Applicant?

For each individual that is deemed a company applicant, a reporting company will have to provide the following information:

The individual's name;
Date of birth;
Business or Residential address; and
An identifying number from an acceptable identification document such as a passport or U.S. driver's license, and the name of the issuing state or jurisdiction of identification document. The reporting company will also have to provide an image of the identification document.

In lieu of providing this information on the report, an individual may obtain a FinCEN Identification Number

Can a Beneficial Owner also be a Company Applicant?

Yes, it is possible that a beneficial owner would also be considered a company applicant if they fit the requirements/description of a company applicant.

If an individual is deemed to be both, their information would be listed separately under both sections when filing the BOI report.

More information regarding the CTA and Beneficial Ownership Reports is available under the CTAComply™ section of our website, as well as in FinCEN's Small Entity Compliance Guide and on FinCEN's website.

What is a Company Applicant?

A company applicant is:

The individual who directly files the document that creates, or first registers, the reporting company; and/or
The individual that is primarily responsible for directing or controlling the filing of the relevant document.

Can a Reporting Company have more than one Company Applicant?

Yes. A reporting company can have no more than 2 company applicants. If only one person was involved in preparing and filing the relevant document, then only that person should be reported as a company applicant. Only reporting companies formed or registered on or after January 1, 2024, will have to report their company applicants. Companies created or registered before January 1, 2024, do not have to report their company applicants. The following examples issued by FinCEN illustrate how to identify company applicants in common company creation or registration scenarios.

Example 1: Sole Company Applicant
Individual A is creating a new company. Individual A prepares the necessary documents to create the company and files them with the relevant state or Tribal office, either in person or using a self-service online portal. No one else is involved in preparing, directing, or making the filing. Individual A is a company applicant because Individual A directly filed the document that created the company. Because Individual A is the only person involved in the filing, Individual A is the only company applicant. State or Tribal employees who receive and process the company creation or formation documents should not be reported as company applicants.

Example 2: Two Company Applicants
Individual A is creating a new company. Individual A prepares the necessary documents to create the company and directs Individual B to file the documents with the relevant state or Tribal office. Individual B then directly files the documents that create the company. Individuals A and B are both company applicants-Individual B directly filed the documents, and Individual A was primarily responsible for directing or controlling the filing. Individual B could, for example, be Individual A's spouse, business partner, attorney, or accountant; in all cases, Individuals A and B are both company applicants in this scenario.

More information regarding the CTA and Beneficial Ownership Reports is available under the CTAComply™ section of our website, as well as in FinCEN's Small Entity Compliance Guide and on FinCEN's website.

Are company applicants' information required for pre-existing entities?

No. The requirement for company applicant information to be listed on a reporting company's BOI filing only applies to entities formed on or after January 1, 2024.

Are third-party organizers (such as attorneys, lawyers and resident agents) required to provide their own identification when forming an entity?

Is their personal information now tied to that entity? If that individual is one whom the reporting company deems a company applicant (an individual that either directs or directly submits the filing that creates or registers the company) then yes, the individual would need to provide the required information to the reporting company to be included on the reporting company's BOI report. Similarly, any individual deemed a beneficial owner would also have to report information about themselves.

If the individual is only submitting the BOI report, and is not a company applicant or beneficial owner, FinCEN will only require the submitters name, phone number and email. No other personal information would be required for the submitter of the report.

What documents are considered “acceptable identification documents”?

The following are considered acceptable identification documents for purposes of BOI reporting:

A non-expired driver's license issued by a US state. A "US state" means any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, the US Virgin Islands, and any other commonwealth, territory, or possession of the United States.
A non-expired identification document issued by a US state or local government, or Indian Tribe that is issued for the purpose of identifying the individual. For example, a non-driver identification card issued by a state Department of Motor Vehicles would qualify because it is issued for identification purposes.
A non-expired passport issued by the U.S. government; or
If the individual does not have any of the three forms of identification document described above, the reporting company may provide the identifying number from a non-expired passport issued by a foreign government. In addition to providing the information, an image of the identification document must be submitted with the report.

Does a company applicant and/or beneficial owner have to provide their residential address?

For a beneficial owner, the reporting company must report the residential street address.

For a company applicant, the residential address must be reported unless the individual engages in the business of corporate formation (i.e., as an attorney or corporate service company/formation agent) and files the formation or registration document in the course of that business. If the company applicant is acting in their capacity of employment, their business address may be reported.

If an entity is owned by another entity, do both entities have to file a BOI Report?

If each entity meets the requirements for a reporting company and does not meet the requirement for one of the 23 exemptions, they will each be required to file a BOI report. The determination regarding whether the entity meets the exemption requirements is not one that RASi can make on the company's behalf. We suggest seeking the advice of legal counsel.

If an entity intends to dissolve in 2024 and they were incorporated prior to 01/01/2024, do they have to file a BOI Report?

A company is not required to report its beneficial ownership information to FinCEN if it ceased to exist as a legal entity before January 1, 2024, meaning that it entirely completed the process of formally and irrevocably dissolving. A company that ceased to exist as a legal entity before the beneficial ownership information reporting requirements became effective January 1, 2024, was never subject to the reporting requirements and thus is not required to report its beneficial ownership information to FinCEN.

If a reporting company continued to exist as a legal entity for any period of time on or after January 1, 2024 (i.e., did not entirely complete the process of formally and irrevocably dissolving before January 1, 2024), then it is required to report its beneficial ownership information to FinCEN, even if the company wound up its affairs and ceased conducting business before January 1, 2024.

For specifics on how to determine when a company ceases to exist as a legal entity, consult the law of the jurisdiction in which the company was created or registered. A company that is administratively dissolved or suspended—because, for example, it failed to pay a filing fee or comply with certain jurisdictional requirements—generally does not cease to exist as a legal entity unless the dissolution or suspension becomes permanent.

If an entity intends to dissolve in 2024 and they were incorporated after 01/01/2024, do they still have to BOI Report?

If a reporting company was created or registered on or after January 1, 2024, and subsequently ceased to exist, then it is required to report its beneficial ownership information to FinCEN—even if it ceased to exist before its initial beneficial ownership information report was due.

Does my Entity qualify for an exemption?

RASi cannot advise if your entity is required to file or if it qualifies for an exemption as this would be deemed legal advice. We do however offer a free CTA Eligibility Wizard to help our clients make a preliminary determination if 1) they are or are not a possible reporting company and 2) if they might qualify for an exemption based off some preliminary "yes/no" questions using the information FinCEN has set forth in their FinCEN's Small Entity Compliance Guide. If your entity is determined to be a reporting company and does not meet any of the 23 exemptions, then it is likely you would need to comply with the requirements of CTA; however, we suggest that you seek legal counsel to determine your reporting requirements.

How does a company report to FinCEN that it is exempt?

A company does not need to report to FinCEN that it is exempt if it has always been exempt.

If a company filed a BOI report and later qualifies for an exemption, that company should file an updated BOI report to indicate that it is newly exempt from the reporting requirements. Updated BOI reports are filed electronically though the secure filing system. An updated BOI report for a newly exempt entity will only require that the entity: (1) identify itself; and (2) check a box noting its newly exempt status.

Please remember that we are not attorneys. We suggest that you seek legal counsel to determine whether your company qualifies for an exemption.

What role will RASi play in assisting lawyers with their client’s compliance?

We have created a filing solution called CTAComply™.

CTAComply™ allows clients to log on and file their initial and/or amended BOI reports and submit directly to FINCEN through a secure portal. Our CTAComply™ platform provides clients an easy solution that simplifies the reporting process for their BOI filing needs.

The benefits of using CTAComply™ versus going directly to FinCEN include:

Ability to save a BOI report while in process.
Securely request and receive Personally Identifiable Information (PII) from beneficial owners
- Store PII and related documents securely while restricting ability to view sensitive PII by anyone other than the beneficial owner supplying the info.
- Maintain a submission and filing history of Beneficial Ownership Information forms prepared or sent to FinCEN.

CTAComply™ has been developed for several different usage options that are priced accordingly:

One Time Filing - $49
Single entity filing for up to 4 beneficial owners. This includes one submission and is designed for entities that will not need to make changes.

Single Entity Annual Subscription - $99
Single entity filing with unlimited beneficial owners and unlimited amendments. The subscription is renewable annually.

Multi-Entity Annual Subscription - Starting at $399
Up to 10 entities with unlimited beneficial owners and unlimited amendments. Additional subscription levels are available for groups with more than 10 entities. This model is designed for large corporate groups and/or law firms and CPAs who will be filing on behalf of their clients.

Will RASi offer an on-demand BOI filing service?

Yes, RASi is offering to assist with the preparation and submission of the BOI report for $150 per entity. Our team will provide an intake form for completion and then take on the leg work to have the report filed with FinCEN.