U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) imposed a new reporting requirement that went into effect on January 1, 2024. Millions of businesses may have to file a Beneficial Ownership Information (BOI) Report. In a surprise turn of events, the Federal District Court from the Northern District of Alabama ruled on March 1, 2024 in National Small Business United v. Yellen (“NSB”) that the CTA is unconstitutional. This course will discuss the CTA’s provisions and the court’s decision in NSB. Also covered will be future implications for business entities and steps to consider given the recent ruling.

We will also discuss recent proposed rulemaking by FinCen with respect to nonfinanced purchases of residential real estate and gratuitous transfers so that businesses can prepare for any additional reporting burdens that might arise.

Program Content:

· Background of the Corporate Transparency Act
· Beneficial Ownership Information Reporting (BOIR) Rule
· Entities required to report.
· Reporting requirements imposed by the CTA
· Due dates of reports
· Information needed to satisfy the BOIR
· Impact of failure to report
· How to submit a report
· Court rulings on CTA’s unconstitutionality
· Implications to entities as a result of the ruling in NSB.
· Potential reporting requirements due to FinCen’s proposed rulemaking with respect to non-financed purchases of residential real estate and gratuitous transfers.

Learning Objectives:

· Analyze the CTA’s reporting requirements for certain businesses.
· Discuss how the business will file its reporting requirements with FinCEN relating to the beneficial owners
· Identify who must file a report and what information must be provided
· Understand the necessary information needed for each Reporting Company.
· Identify which individuals must be included in the report.
· Know which entities are excepted from filing.
· Know what the penalties are imposed for not reporting on a timely basis
· Be able to formulate a plan for reporting post-NSB.
· Discuss the potential implications of FinCen’s proposed rulemaking with respect to non-financed purchases of residential real estate and gratuitous transfers