Basically corporations, limited partnerships (LPs) limited liability companies (LLCs), and entities formed in the United States created by filing with a secretary of State (e.g. New York State Department of State) or a similar office. Also, entities formed under the law of a foreign country and registered to do business in a U.S. State or formed under a tribal jurisdiction.

Sole proprietorships, general partnerships, nonprofits, inactive entities (in existence on or before January 1, 2020 and not engaged in active business) and certain types of trusts. (There are other entities exempt from the reporting requirements. Check here for a list.

Entities required to comply with the Corporate Transparency Act must file reports with FinCEN that include:

• Basic information about the entity (corporation or LLC);
• Certain information about its beneficial owners (the individuals who exercise substantial control over the entities, or own or control at least 25% of the business ownership interests.); and
• Company applicants (those who file to form the entities).

For each individual who is a beneficial owner, the following information will have to be provided:

• 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 together with an image of such document.

Existing entities created or registered to do business in the United States before January 1, 2024 must file an initial report by January 1, 2025.

An entity created or registered on or after January 1, 2024, and before January 1, 2025 will have 90 days to file the initial beneficial ownership information report.

An entity created or registered after January 1, 2025 will have 30 days to file the initial beneficial ownership information report.

No. There will be no fee for submitting the beneficial ownership information report to FinCEN.

No.  Reports will only need to be filed when there is a change to any previously reported information about the entity or the beneficial owners. Reports are due within 30 days after a change occurs.

Entities will have to report the required information electronically through FinCEN’s website.

There are both civil and criminal penalties for persons who willfully provide false information or willfully fail to report complete or updated beneficial ownership information to FinCEN. The penalties for noncompliance are stringent and include significant fines and up to two years’ imprisonment.

For legal assistance with small businesses or not-for-profit organizations contact The Legal Aid Society’s Community Development Project at 212-298-3340 or email: CommunityDevProject@legal-aid.org.

The information in this document has been prepared by The Legal Aid Society for informational purposes only and is not legal advice. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship. You should not act upon any information without retaining professional legal counsel.