How the Corporate Transparency Act Affects You

Get ready for an interesting twist in the world of legal and business news. You may already be familiar with the upcoming Corporate Transparency Act set to kick in next year. If you aren't, keep reading because it could impact you. Starting January 1, 2024, every small business (existing before Jan 1, 2024) will be obligated to submit an annual report revealing the names of their major owners. You have to do this before December 31.

If you happen to have a Trust that holds partial or full ownership in a business, that business might be required to disclose private details about your trust, including details about the name of your Trustee or beneficiaries, in your annual corporate report to the government.

What Is the Purpose of the Corporate Transparency Act and What Does It Require?

The Corporate Transparency Act was adopted in 2020 and takes effect on January 1, 2024. The CTA is intended to address money laundering, terrorism, and financial schemes involving shell corporations (companies that exist on paper but do not actually do any business-like "Vamanos Pest in Breaking Bad).

Under this Act, small companies will now have to disclose the names of any owners who hold 25% or more ownership in the company, as well as any individuals who exercise significant control over the company's activities. The goal is to identify and expose shell corporations that are frequently involved in money laundering (illicit activities tend to occur within small businesses rather than large corporations).

To comply with the requirements, businesses must submit an annual report to the Financial Crimes Enforcement Network (FinCEN) containing the following details about each owner or controller:

• Business name
• Current business address
• State in which the business was formed and its Entity Identification Number (EIN)
• Owner/controller's name, birth date, and address
• Photocopy of a government-issued photo ID (such as a driver's license or passport) of every direct or indirect owner or controller of the company

Failing to file an annual report could result in serious repercussions, from paying a fine of $500 for every day the report is late up to imprisonment for two years.

Does My Trust Need to Be Disclosed?

Since a Trust can own a business or a share of a business, Trusts are also involved in the Corporate Transparency Act but under more limited circumstances. The new rule applies to any company that is created by filing a formation document with the Secretary of State or a similar office, such as corporations and limited liability companies (LLCs).

Non-profits, publicly traded companies, and regulated companies like banks and investment advisors are exempt from the rule. Large companies are also exempt if they have 20 or more full-time employees in the US and generate $5 million in sales. So, if your trust owns a share of any of these types of companies, it does not need to be reported.

If you have an LLC or corporation you created but aren't actively using to run a business, that company is exempt from reporting due to its inactivity, so your Trust would not be reported in that instance, either.

If your Trust owns a share of a small, for-profit company (like a small family business or local investment), the beneficial owner of the Trust will need to be reported to the Financial Crimes Enforcement Network.

The beneficial owner is the person or people who benefit from the Trust or have the power to make major decisions about the Trust assets. Depending on how your Trust is written, this is usually the trustee, but it can also be the beneficiaries of your Trust.

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