Corporate Transparency Act Compliance

On January 1, 2024, a new reporting requirement went into effect that impacts millions of businesses. The Corporate Transparency Act (CTA) requires that every non-exempt corporation, LLC, and other company formed or registered in a U.S. jurisdiction file a beneficial ownership information (BOI) report with FinCEN.

While these new regulations can be confusing and highly nuanced, Attorney Richard Lionberger provides a fixed fee Corporate Transparency Act compliance service to assist business owners with navigating them.

Beneficial Ownership Compliance for Business Owners

With more than 35 years of experience helping companies overcome legal and regulatory obstacles, Richard Lionberger offers a fixed fee Corporate Transparency Act compliance service to companies to ensure they meet their compliance obligations. The following services are included:

  • Reviewing and analyzing your company’s corporate documents to determine its reporting requirements under the Corporate Transparency Act
  • Determining what, if any, beneficial owner information must be reported by your company to FinCEN to be compliant
  • Providing detailed instructions about where and how your company should report its beneficial owner information

This compliance service does not include filing any reports under the Corporate Transparency Act or any advice, correspondence or services related to the reports filed by your company, any amendments or corrections to such reports; or obtaining information from beneficial owners.

$575 Fixed Fee for Closely Held Corporations and LLCs Formed in Colorado, Texas or Delaware

For a fixed fee of $575, Attorney Richard Lionberger offers the Corporate Transparency Act compliance service to corporations and limited liability companies formed in Colorado, Texas or Delaware that have a maximum of five owners, all of which are individuals.

If your company does not meet the above small company fixed fee criteria, then the firm will attempt to quote a fixed fee after considering the documents you provide as described below in the process. You will have the option of accepting or rejecting the quote without any obligation.

With respect to companies for which the firm is unable, for any reason, to provide a fixed fee quote, the firm may offer to provide services on an hourly basis. Any hourly services will be provided at the firm's rates in effect at the time the services are provided. Those services will only be provided pursuant to a mutually acceptable engagement letter.

Corporate Transparency Act Compliance Service Process

Attorney Richard Lionberger is committed to making this Corporate Transparency Act Compliance service as simple as possible. With only a few steps, you can initiate the process:

Process for Corporate Transparency Act Services

  1. To begin, please submit the contact form on this page indicating that you would like further information and include the following:
    • The name of your company
    • The U.S.jurisdiction where your company is formed or registered
    • The type of entity, for instance, corporation or limited liability company
    • Your name, physical address, email address, and telephone number
    • If you’re interested in information about multiple companies please submit a contact form for each one.
  1. You will receive a follow-up email with a description of the documents needed and a link to a questionnaire.
  2. Upload the requested documents to the firm’s encrypted portal, a link to which will be provided to you.
  3. After the firm considers the documents provided, you will receive an engagement letter describing the fee and the services. Only the engagement letter signed by you and signed on behalf of the firm (not the information on this web page) will govern the services to be provided and the fee. If for any reason the engagement letter is not acceptable to you, you may decline to sign it without any obligation.
  4. If you find the engagement letter and the fee acceptable, you will sign the engagement letter electronically and pay the fixed fee following the instructions provided.

Upon receipt of the signed engagement letter and payment of the applicable fee, the firm will review and analyze the documents you provided and send you a description of the information your company is required to report to FinCEN under the Corporate Transparency Act and a description of how your company should report that information.

What Documents Are Needed?

The firm’s review and the fixed fee corporate transparency service will be based entirely on the documents that you provide. The results of the service will be only as good as the information contained in those documents. Most companies will not have documents in all of the following categories. You will provide the documents that you have. The categories of possibly applicable documents include the following:

For Corporations:

  • Articles or Certificate of Incorporation and all amendments
  • Bylaws and all amendments
  • Minutes of meetings and written consents of shareholders and directors
  • Shareholder agreements and other agreements among owners
  • Agreements for issuance of shares or ownership interests, or options or other rights to obtain ownership interests
  • Shareholder register
  • Any agreements and arrangements giving any person or entity the right or authority to direct, determine, or have substantial influence or other form of substantial control, over the company or its important decisions

Limited Liability Companies:

  • Certificate of Formation and all amendments
  • Operating or Company Agreement and all amendments
  • Minutes of meetings and written consents of owners and managers
  • Any agreements among owners
  • Any agreements for issuance of ownership interests, or options or other rights to obtain ownership interests
  • Register of members or owners
  • Amy agreements and arrangements giving any person or entity the right or authority to direct, determine, or have substantial influence or other form of substantial control, over the company or its important decisions

FAQs

What is the Corporate Transparency Act?

The Corporate Transparency Act is a U.S. law enacted by Congress that requires non-exempt companies that are formed or registered in the U.S. to file a beneficial ownership report with FinCEN – the Financial Crimes Enforcement Network of the U.S. Treasury Department.

When does the Corporate Transparency Act take effect?

The Corporate Transparency Act takes effect on January 1, 2024.

What is the due date for initial reports under the Corporate Transparency Act?

Reporting companies formed or registered before January 1, 2024 are required to report their beneficial owners by December 31, 2024. Reporting companies formed or registered on or after January 1, 2024 and before January 1, 2025 are required to report their beneficial owners within ninety days after formation or registration. Reporting companies formed or registered on or after January 1, 2025 are required to report their beneficial owners within thirty days after formation or registration.

What companies are required to report beneficial owner information to FinCEN under the Corporate Transparency Act?

All non-exempt companies (see FAQ 5 below for a description of exempt companies) that are formed in a U.S. jurisdiction or registered to do business in a U.S. jurisdiction are required to report their beneficial owners to FinCEN.

What companies are exempt from reporting beneficial owner information?

The Corporate Transparency Act includes twenty-three categories of companies that are exempt from reporting beneficial owner information. Those categories generally include companies that are regulated in some manner, such as banks, publicly traded companies, and insurance companies. However, the following are categories of exempt companies that are particularly relevant to non-regulated, private companies:

  • Tax-Exempt Entities
  • Large Operating Companies
  • Subsidiaries of Certain Exempt Entities
  • Inactive Entities

The Corporate Transparency Act includes definitions of all exempt companies. Those definitions should be consulted to determine whether a particular company qualifies for exemption.

Who is a beneficial owner of a reporting company?

For the purposes of the Corporate Transparency Act, a beneficial owner is any individual who, directly or indirectly, either (a) exercises substantial control over the reporting company or (b) owns or controls at least 25% of the ownership interests of the reporting company.

Who has substantial control of a reporting company?

In addition to those who own or control at least 25% of the reporting company, beneficial owners include any individual who exercises substantial control over a reporting company. This includes any individual who:

  • Serves as a senior officer of the reporting company — Senior officers are: any individual holding the position or exercising the authority of a president, chief financial officer, general counsel, chief executive officer, chief operating officer, or any other officer, regardless of official title, who performs a similar function.
  • Has authority over the appointment or removal of any senior officer or a majority of the board of directors (or similar body).
  • Directs, determines, or has substantial influence over important decisions made by the reporting company, including decisions regarding:
    • The nature, scope, and attributes of the business of the reporting company;
    • The reorganization, dissolution, or merger of the reporting company;
    • Major expenditures or investments, issuance of any equity, incurrence; of any significant debt, or approval of the operating budget;
    • The selection or termination of business lines or ventures, or geographic focus, of the reporting company;
    • Compensation schemes and incentive programs for senior officers;
    • Entry, termination, and fulfillment of significant contracts;
    • Amendment of any substantial governance documents of the reporting company.

What individuals are excluded from being beneficial owners?

The following individuals are excluded from being beneficial owners:

  • A minor child
  • An individual acting as a nominee, intermediary, custodian, or agent on behalf of another individual
  • An employee of a reporting company, acting solely as an employee (not including senior officer), whose substantial control over or economic benefits from such entity are derived solely from the employment status of the employee
  • An individual whose only interest in a reporting company is a future interest through a right of inheritance
  • A creditor of a reporting company

What beneficial owner information must be reported?

For each beneficial owner of the reporting company, the reporting company must disclose each beneficial owner’s:

  • Full legal name,
  • Date of birth,
  • Residential street address,
  • A unique identifying number, which may be:
    • A non-expired U.S. passport,
    • A non-expired identification document, such as a driver's license, issued by a state, local government or Indian tribe, or
    • A non-expired passport issued by a foreign government if the individual does not possess any of the other document types listed), and
    • An image file of the document that provides the unique identifying number.

Is the beneficial owner information public?

The FinCEN database will not be publicly available. FinCEN may make the database accessible to law enforcement agencies and financial institutions and certain governmental authorities.

What are the penalties for failure to comply with the Corporate Transparency Act?

Among possible fines, and other penalties and consequences, a reporting company that fails to file a beneficial ownership report (or a required amendment) when due is subject to a $500 per day fine up to a maximum of $10,000. A willful failure to file a report when due, or an intentional filing of inaccurate information, is punishable as a felony by up to two years imprisonment. A willful violation in combination with other anti-money laundering violations can result in an amplified penalty of up to ten years imprisonment.

Additional Resources

Informational Memo with Executive Summary

FinCEN Small Company Compliance Guide - Sep 2023

Corporate Transparency Act FinCEN Regulations

Privacy and Security

The fixed fee service outlined above does not include any telephone, email or other communication, except communications initiated by the firm that are related to the Fixed-Fee Corporate Transparency Act service agreement.

All documents that you provide will be uploaded to the firm’s encrypted web portal, which is maintained and operated by a third-party provider. Only persons with access to the email address that you provide will have access to that site for purposes of uploading the documents pursuant to an invitation to the site. All documents uploaded to that encrypted web portal must be in PDF format and legible. Hard copies will not be accepted. All personal identifying information contained in uploaded documents must be redacted.

The engagement letter will be electronically signed on a third-party website to which the firm directs you for signature. A copy of the signed engagement letter will be provided to you electronically. Hard copies will not be accepted. If you do not find the fixed fee or engagement letter acceptable for any reason, you can notify the firm and the firm will delete the documents you provided upon receipt of such notification — and no fee will apply. If you do not notify the firm within ten (10) days after the firm sends you the engagement letter the firm’s offer to provide the services pursuant to the engagement letter will terminate.

The firm will not have access to any personal identifying information of the beneficial owners. A representative of your company will provide the beneficial owners’ information directly to FinCEN or as otherwise directed, and the firm will not have access to that information. Payments will be processed by a third-party provider to which this firm directs you to make payment. The firm will not have access to any credit card or other payment information. Payments will only be accepted via the payment processor to which the firm directs you.