Submitted by UCS on November 7, 2023

What is a Reporting Company under the Corporate Transparency Act?

When it comes to the Corporate Transparency Act (“CTA”), it is vital to understand if your company is a “Reporting Company,” since determining this will decide whether or not any Beneficial Ownership Information (“BOI”) filing is required. The flow-chart included below is FinCEN’s definition of what determines a “Reporting Company.” The chart below highlights that any company that is a Corporation, LLC, or was otherwise formed by filing a document with a secretary of state for any State or Indian Tribe, could be a “Reporting Company.” The chart also explains that a company formed under a foreign government’s laws but has filed with a secretary of state for any State or Indian Tribe in order to do business in the United States, may also be required to submit a BOI report.

The reason this definition only determines if a company may be a “Reporting Company” is because there are 23 possible exemptions. It is important to keep in mind that FinCEN’s Small Business Compliance Guide (Click here) includes a more in-depth definition of each exemption.  If you think one of the exemptions applies to your company, see the Compliance Guide for further clarity.

Below is FinCEN’s list of exempt companies:

There are two additional items to note. The first is that if you are curious to see what information will be reported about the “Reporting Company” in the BOI report, you can find that listed on FinCEN’s website by clicking here and looking under the subheading: Part I. Reporting Company Information. The second is in regard to the question of becoming exempt after being non-exempt. If your company is required to submit a BOI report upon formation and then meets an exemption status, there is no further reporting to be done. If, on the other hand, your company was already exempt, but for whatever reason becomes non-exempt, you must submit a BOI report within 30 days.

All information provided by FinCEN is subject to change.  United Corporate Services will continue to provide you with updates through our CTA Reference page found on our website.

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Disclaimer: The content and materials which have been prepared by United Corporate Services, Inc. regarding the Corporate Transparency Act are for informational purposes only, and are not intended to provide, and should not be relied on for, tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors before engaging in any future corporate formation transactions.  Content regarding the Corporate Transparency Act has been taken directly from FinCEN.  Additional information regarding the Corporate Transparency Act is available through the FinCEN website by clicking here or you can contact FinCEN directly with additional questions here.