In just two months the final rule implementing Section 6403 of the Corporate Transparency Act will take effect. These regulations will undoubtedly impact millions of businesses, both domestic and foreign. Entities deemed “reporting companies” created on Jan. 1, 2024, or later will have just 30 days to report the required beneficial owner and company applicant information. There is a possibility that this 30-day period could be extended to 90 days, at least for the first year of implementation, but that has not been finalized yet, so companies must presume that the 30-day period will apply until an extension, if any, is issued. Reporting companies formed before Jan. 1, 2024, will have until Jan. 1, 2025, to submit beneficial owner information (BOI), but need not submit company applicant information. In either case, companies must be in preparation mode now and seek to gain a full understanding of the steps that should be taken to comply with the new regulations.

While the first publication in this series of alerts on the Corporate Transparency Act (the CTA) sought to provide an overview of the CTA, this second alert is meant to identify approaches to the analysis one might use in determining whether a particular entity is a “reporting company” under the terms of the CTA. At the beginning of the analysis, it is important to remember that a reporting company may be either domestic or foreign. For a domestic company, it is the filing of a document with a state government that results in the entity’s creation that places the entity under the CTA’s reporting requirements. For a foreign company, it is the filing of a document with a state government for the purpose of registering to do business in that state, which places the foreign entity under the CTA’s reporting requirements. The next step in the analysis is to determine whether that entity (domestic or foreign) is exempt pursuant to a list of 23 exemptions specified in the CTA.

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