Search results for: corporate transparency act

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The Corporate Transparency Act (the “CTA”) will become effective on January 1, 2024.  Entities in existence prior to that date that would otherwise obligated to make filings with the United States Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) have until January 1, 2025 to comply.  However, entities formed after January 1, 2024 had a much shorter compliance period.  Under the original regulations promulgated on September 30, 2022, newly formed entities would have only 30 days following “notice of their creation or registration” to comply with the filing requirements.  FinCEN published a notice of proposed rulemaking on September 28, 2023 and the final regulations were just promulgated on November 30, 2023 that would extend the initial filing period to 90 days. The new rule, along with the CTA, becomes effective on January 1, 2024.  As a result, an entity formed on or after January 1, 2024 but prior to January 1, 2025 that is otherwise obligated to file under the CTA has up to 90 days to comply with the initial filing requirements.  Entities formed after January 1, 2025 continue to be subject to the 30-day filing requirement.

The CTA, 31 U.S.C. 5336, can be accessed here: https://www.fincen.gov/sites/default/files/shared/Corporate_Transparency_Act.pdf

Regulations under the CTA, 31 CFR 1010.380, can be accessed here:

https://www.fincen.gov/sites/default/files/shared/31_CFR_1010_380_excerpt_from_Final_Rule.pdf

Final rule extending the initial reporting period can be accessed here:

https://www.govinfo.gov/content/pkg/FR-2023-11-30/pdf/2023-26064.pdf

Reach out to Liskow attorneys Marilyn Maloney, Leon Rittenberg, and Julie Chauvin for further information regarding the Corporate Transparency Act, and visit our resource page here.

Disclaimer: This Blog/Web Site is made available by the law firm of Liskow & Lewis, APLC (“Liskow & Lewis”) and the individual Liskow & Lewis lawyers posting to this site for educational purposes and to give you general information and a general understanding of the law only, not to provide specific legal advice as to an identified problem or issue. By using this blog site you understand and acknowledge that there is no attorney-client relationship formed between you and Liskow & Lewis and/or the individual Liskow & Lewis lawyers posting to this site by virtue of your using this site. The Blog/Web Site should not be used as a substitute for legal advice from a licensed professional attorney in your state regarding a particular matter.

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Unfortunately, there are always people out there looking for new ways to steal our personal information.  The latest scam?  Sending ominous warnings that personal information must be filed immediately with bogus or non-existent entities pursuant to the Corporate Transparency Act.

There have been many alerts that have indicated that the Corporate Transparency Act (the “CTA”) will require many corporations, limited liability companies, and similar entities, to file information with the United States Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”).  The CTA was enacted to assist the government to identify terrorists, drug dealers, and other illicit operators who hide behind a maze of entities to launder money and shield other bad actions.

However, be warned that neither FinCEN nor any other governmental agency is sending demands for personal information.  All filings required by the CTA will only be made online at a secure website to be established by FinCEN and no filings will be required prior to January 1, 2024.

What to do?

If you or your client received a letter or email demanding information DO NOT REPLY.  You can either delete the message or forward it to the Better Business Bureau Scam Bureau at bbb.org/scamtracker  and then delete it.  In addition to alerts from the Better Business Bureau, FinCEN has posted an alert at its website, https://www.fincen.gov/boi.  The FinCEN website includes links to the CTA and FinCEN regulations as well as materials to assist small businesses in understanding and complying with their obligations under the CTA.

Reach out to Liskow attorneys Marilyn Maloney, Leon Rittenberg, and Julie Chauvin for further information regarding the Corporate Transparency Act, and visit our resource page here.

Disclaimer: This Blog/Web Site is made available by the law firm of Liskow & Lewis, APLC (“Liskow & Lewis”) and the individual Liskow & Lewis lawyers posting to this site for educational purposes and to give you general information and a general understanding of the law only, not to provide specific legal advice as to an identified problem or issue. By using this blog site you understand and acknowledge that there is no attorney-client relationship formed between you and Liskow & Lewis and/or the individual Liskow & Lewis lawyers posting to this site by virtue of your using this site. The Blog/Web Site should not be used as a substitute for legal advice from a licensed professional attorney in your state regarding a particular matter.

Privacy Policy: By subscribing to Liskow & Lewis’ E-Communications, you will receive articles and blogs with insight and analysis of legal issues that may impact your industry. Communications include firm news, insights, and events. To receive information from Liskow & Lewis, your information will be kept in a secured contact database. If at any time you would like to unsubscribe, please use the SafeUnsubscribe® link located at the bottom of every email that you receive.

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Under the Corporate Transparency Act companies are generally required to report detailed information about their beneficial owners, commencing January 1, 2024.  On November 7, 2023, The United States Treasury issued amendments to its regulations with respect to reporting for tiered entities where the lower tier entities have precisely the same owners.  In this instance, in lieu of separately reporting details about the lower tier entity, the lower tier entity may report by providing a FinCEN Identifier (think known traveler number).  Specifically, the amendment provides:

§ 1010.380 Reports of beneficial ownership information. (B) A reporting company may report another entity’s FinCEN identifier and full legal name in lieu of the information required under paragraph (b)(1)(ii) of this section with respect to the beneficial owners of the reporting company only if: (1) The other entity has obtained a FinCEN identifier and provided that FinCEN identifier to the reporting company; (2) An individual is or may be a beneficial owner of the reporting company by virtue of an interest in the reporting company that the individual holds through an ownership interest in the other entity; and (3) The beneficial owners of the other entity and of the reporting company are the same individuals.

Should you have questions about this new rule or about general Corporate Transparency Act matters, feel free to reach out to Leon Rittenberg III, Julie Chauvin or Marilyn Maloney.

Disclaimer: This Blog/Web Site is made available by the law firm of Liskow & Lewis, APLC (“Liskow & Lewis”) and the individual Liskow & Lewis lawyers posting to this site for educational purposes and to give you general information and a general understanding of the law only, not to provide specific legal advice as to an identified problem or issue. By using this blog site you understand and acknowledge that there is no attorney-client relationship formed between you and Liskow & Lewis and/or the individual Liskow & Lewis lawyers posting to this site by virtue of your using this site. The Blog/Web Site should not be used as a substitute for legal advice from a licensed professional attorney in your state regarding a particular matter.

Privacy Policy: By subscribing to Liskow & Lewis’ E-Communications, you will receive articles and blogs with insight and analysis of legal issues that may impact your industry. Communications include firm news, insights, and events. To receive information from Liskow & Lewis, your information will be kept in a secured contact database. If at any time you would like to unsubscribe, please use the SafeUnsubscribe® link located at the bottom of every email that you receive.

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On Friday, September 29, 2023, the Treasury Department published a notice of information collection under the Corporate Transparency Act (the “Act”) in the Federal Register.  The notice invites written comments on or before October 30, 2023, regarding the proposed forms to be used in reporting the beneficial ownership information of entities subject to the Act.  In particular, the notice addresses the issues that entities may encounter when a beneficial owner cannot be contacted or fails or refuses to provide the information required under the Act in a timely manner.  As failure to provide information timely (or at all) may subject an entity to significant fines, Treasury is considering revisions to the form that would allow entities to reply timely with available information while noting the reasons for incomplete submissions.  However, it notes that a timely but incomplete filing would not satisfy the requirements of the Act.

Interested persons may submit comments regarding this proposal to:

www.reginfo.gov/public/do/PRAMain.

A link to the notice is at:

https://www.federalregister.gov/documents/2023/09/29/2023-21293/agency-information-collection-activities-submission-for-omb-review-comment-request-beneficial

Contact Liskow attorney Marilyn C. Maloney for further questions regarding this topic.

Disclaimer: This Blog/Web Site is made available by the law firm of Liskow & Lewis, APLC (“Liskow & Lewis”) and the individual Liskow & Lewis lawyers posting to this site for educational purposes and to give you general information and a general understanding of the law only, not to provide specific legal advice as to an identified problem or issue. By using this blog site you understand and acknowledge that there is no attorney-client relationship formed between you and Liskow & Lewis and/or the individual Liskow & Lewis lawyers posting to this site by virtue of your using this site. The Blog/Web Site should not be used as a substitute for legal advice from a licensed professional attorney in your state regarding a particular matter.

Privacy Policy: By subscribing to Liskow & Lewis’ E-Communications, you will receive articles and blogs with insight and analysis of legal issues that may impact your industry. Communications include firm news, insights, and events. To receive information from Liskow & Lewis, your information will be kept in a secured contact database. If at any time you would like to unsubscribe, please use the SafeUnsubscribe® link located at the bottom of every email that you receive.

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On Friday, September 29, 2023, the Treasury Department updated its Frequently Asked Questions regarding compliance with the Corporate Transparency Act’s beneficial ownership and control reporting rules.  These are available at:

https://www.fincen.gov/sites/default/files/shared/BOI_FAQs_Q&A_09.29.23._508C.pdf

While these FAQs do not supplement or modify any obligations under the statute or regulations, they may be helpful to companies and their counsel in navigating the requirements and timing of the Corporate Transparency Act. The Financial Crimes Enforcement Network of the Treasury Department contains links to the Act, the Regulations, and other resources at:

https://www.fincen.gov/boi

If you have any further questions, contact Liskow attorney Marilyn C. Maloney.

Disclaimer: This Blog/Web Site is made available by the law firm of Liskow & Lewis, APLC (“Liskow & Lewis”) and the individual Liskow & Lewis lawyers posting to this site for educational purposes and to give you general information and a general understanding of the law only, not to provide specific legal advice as to an identified problem or issue. By using this blog site you understand and acknowledge that there is no attorney-client relationship formed between you and Liskow & Lewis and/or the individual Liskow & Lewis lawyers posting to this site by virtue of your using this site. The Blog/Web Site should not be used as a substitute for legal advice from a licensed professional attorney in your state regarding a particular matter.

Privacy Policy: By subscribing to Liskow & Lewis’ E-Communications, you will receive articles and blogs with insight and analysis of legal issues that may impact your industry. Communications include firm news, insights, and events. To receive information from Liskow & Lewis, your information will be kept in a secured contact database. If at any time you would like to unsubscribe, please use the SafeUnsubscribe® link located at the bottom of every email that you receive.

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On Wednesday, September 27, the Treasury Department announced a new proposed rule extending the deadline for companies formed in 2024 to comply with the Corporate Transparency Act’s beneficial ownership and control reporting rules.  The original regulations required that new entities must file electronic reports with FinCEN within thirty days of formation.  The new rules propose giving new entities formed in 2024 ninety days to comply.  Entities created before January 1, 2024, continue to have a one-year deadline to comply with the new reporting rules.  All entities will also have thirty days to report updates when reported information changes.

For more information on this update, contact Liskow attorney Leon H. Rittenberg III.

Disclaimer: This Blog/Web Site is made available by the law firm of Liskow & Lewis, APLC (“Liskow & Lewis”) and the individual Liskow & Lewis lawyers posting to this site for educational purposes and to give you general information and a general understanding of the law only, not to provide specific legal advice as to an identified problem or issue. By using this blog site you understand and acknowledge that there is no attorney-client relationship formed between you and Liskow & Lewis and/or the individual Liskow & Lewis lawyers posting to this site by virtue of your using this site. The Blog/Web Site should not be used as a substitute for legal advice from a licensed professional attorney in your state regarding a particular matter.

Privacy Policy: By subscribing to Liskow & Lewis’ E-Communications, you will receive articles and blogs with insight and analysis of legal issues that may impact your industry. Communications include firm news, insights, and events. To receive information from Liskow & Lewis, your information will be kept in a secured contact database. If at any time you would like to unsubscribe, please use the SafeUnsubscribe® link located at the bottom of every email that you receive.

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The Corporate Transparency Act requires most existing and most new businesses to file a detailed report with FINCEN (the United States Treasury’s Financial Crimes division) detailing who the major owners and managers are.  Currently, the filing period commences January 1, 2024.  New entities formed after that date currently have thirty days to file the report.  Entities in existence as of December 31, 2023 will have twelve months to file.  To assist in this process, FINCEN published a new small business guide today. You can find a link to this guide here.

Disclaimer: This Blog/Web Site is made available by the law firm of Liskow & Lewis, APLC (“Liskow & Lewis”) and the individual Liskow & Lewis lawyers posting to this site for educational purposes and to give you general information and a general understanding of the law only, not to provide specific legal advice as to an identified problem or issue. By using this blog site you understand and acknowledge that there is no attorney-client relationship formed between you and Liskow & Lewis and/or the individual Liskow & Lewis lawyers posting to this site by virtue of your using this site. The Blog/Web Site should not be used as a substitute for legal advice from a licensed professional attorney in your state regarding a particular matter.

Privacy Policy: By subscribing to Liskow & Lewis’ E-Communications, you will receive articles and blogs with insight and analysis of legal issues that may impact your industry. Communications include firm news, insights, and events. To receive information from Liskow & Lewis, your information will be kept in a secured contact database. If at any time you would like to unsubscribe, please use the SafeUnsubscribe® link located at the bottom of every email that you receive.

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The United States Department of Justice (DOJ) recently announced a nationwide policy that gives credits for companies that make “voluntary self-disclosures” for corporate misconduct. The policy builds on changes to DOJ’s Corporate Enforcement Policy that was announced in January.

The U.S. Attorneys’ Offices’ (USAO) Voluntary Self-Disclosure Policy, which was prepared by a Corporate Criminal Enforcement Policy Working Group consisting of U.S. Attorneys from various districts across the country, sets forth the standard for defining and crediting such disclosures. The goal of this policy is to emphasize individual accountability and quick case resolution, while also providing transparency and predictability for the reporting companies. To constitute a “voluntary self-disclosure” under the new policy, each of the following requirements must be met: the disclosure must (1) be made voluntarily and not pursuant to preexisting obligations; (2) be made before the misconduct is publicly reported or otherwise known to the DOJ, prior to an imminent threat of disclosure or government investigation, and  within a “reasonably prompt” time after the company becomes aware of the misconduct; and (3) include all relevant facts and be accompanied by certain actions. Understanding that a company may not have all the relevant facts at the time of disclosure, the policy advises that a company should make clear that the disclosure is based on a preliminary investigation or assessment of information with the expectation that the company acts quickly to preserve and produce all relevant information and provide updates to the USAO.

The policy outlines significant benefits in the event of company misconduct and a subsequent disclosure that meets the policy’s requirements. First, absent “aggravating factors,” the USAO will not seek a guilty plea as long as all criteria[1] are met, and secondly, the USAO can choose not to pursue criminal penalties. Even if a USAO feels a criminal penalty is necessary, it will not impose a penalty greater than 50% below the low end of the U.S. Sentencing Guidelines. Finally, the USAO will not require the imposition of an independent compliance monitor if the company can show it has implemented and tested an effective compliance program.

The new policy is an important tool that companies can utilize when considering how to handle situations involving corporate misconduct.  It is noted, however, that although this new policy sets out the criteria for voluntary self-disclosures and resulting incentives for these disclosures, the DOJ and individual USAOs maintain considerable discretion in determining whether the disclosure requirements were met and the consequences that disclosing companies face. As such, it is prudent for companies to consult counsel immediately upon learning of any potential misconduct that could trigger the self-disclosure policy.

[1] The USAO will not seek a guilty plea where a company has (a) voluntarily self-disclosed in accordance with the criteria set forth above, (b) fully cooperated, and (c) timely and appropriately remediated the criminal conduct.

Disclaimer: This Blog/Web Site is made available by the law firm of Liskow & Lewis, APLC (“Liskow & Lewis”) and the individual Liskow & Lewis lawyers posting to this site for educational purposes and to give you general information and a general understanding of the law only, not to provide specific legal advice as to an identified problem or issue. By using this blog site you understand and acknowledge that there is no attorney client relationship formed between you and Liskow & Lewis and/or the individual Liskow & Lewis lawyers posting to this site by virtue of your using this site. The Blog/Web Site should not be used as a substitute for legal advice from a licensed professional attorney in your state regarding a particular matter.

Privacy Policy: By subscribing to Liskow & Lewis’ E-Communications, you will receive articles and blogs with insight and analysis of legal issues that may impact your industry. Communications include firm news, insights, and events. To receive information from Liskow & Lewis, your information will b