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What You Should Know about the Corporate Transparency Act (CTA)
By February 23, 2024 Posted in Firm News Share
What You Should Know about the Corporate Transparency Act (CTA)
If you're a landlord with rental units in the United States, or a board member at a condominium association, co-op or HOA, you need to be aware of the Corporate Transparency Act (CTA). This legislation, established under Title LXIV of the Defense Act, is set to take effect on January 1, 2024, and it carries significant implications for landlords and property owners.
Understanding the CTA
At its core, the CTA introduces a federal reporting requirement for companies operating in the United States. It doesn't replace state-level reporting procedures, it creates a national reporting system and database for company owners. For landlords, this means that if you own rental units through a corporate structure (for example, an LLC), you may be subject to CTA reporting requirements. For condo, co-op and HOA’s, unless you qualify for an exemption based on your tax filing status, you may also be subject to CTA reporting requirements.
Who Needs to Report?
The CTA will require most corporations, including those used for property ownership, limited liability companies, and other entities registered or created in the U.S., to report information about their "beneficial owners" to the U.S. Treasury's Financial Crimes Enforcement Network (FinCEN). Whether you need to report depends on whether your rental company had to file documents with its state's Secretary of State to establish itself.
Defining Beneficial Owners
Beneficial owners are individuals who either own more than 25% of the company or exercise substantial control over it. It's important to note that even if your rental properties are held in the name of a trust or another entity, which is ultimately held in an LLC, the natural persons running those entities will need to be disclosed as beneficial owners. For condo, co-op and HOA members, if you exercise substantial influence over important matters affecting the reporting company, such as serving as a board members, you will likely fall under the CTA reporting requirements.
Reporting Forms
Information to assist on preparing for the filing requirement can be found here: https://www.fincen.gov/boi/small-business-resources.
Company Applicants
If you are creating a new LLC to hold a rental unit after January 1, 2024, you must report both beneficial owners and company applicants. Company applicants are individuals responsible for creating or registering the company.
Exemptions
There are exemptions to the CTA. Large, publicly traded companies do not need to report. As well as many non-profits but only if established under the specific IRS code provisions listed in the CTA. However, it's crucial to determine whether your company qualifies for any of these exemptions before assuming you do not fall under the reporting requirements.
Reporting Deadlines and Penalties
Existing companies have one year from January 1, 2024, to file their initial reports with FinCEN. New entities created after this date have 30 days (extended to 90 days in 2024) to submit initial paperwork. Changes in beneficial ownership must be reported within 30 days. Noncompliance with the CTA may result in steep civil and criminal penalties, including fines of up to $10,000 and imprisonment for up to two years.
The CTA's Impact
The CTA adds a layer of regulatory compliance to your business operations. It's essential to understand your obligations under the CTA and ensure that you provide accurate and complete information to FinCEN to remain compliant.
The Corporate Transparency Act is an important piece of legislation that many corporations need to be aware of. By staying informed and seeking professional guidance, you can ensure that your business complies with the CTA and continues to operate smoothly.
If you have any questions or require further information, Griffin Alexander, P.C., can help. Our attorneys are experienced in all aspects of Community Association and Landlord-Tenant law. We can help ensure that your property remains in compliance with all laws and amendments.
The information in this Client Alert is provided solely for information purposes. It should not be construed as legal advice on any specific matter and is not intended to create an attorney-client relationship. The information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on your circumstances. Each legal matter is unique, and prior results do not guarantee a similar outcome.