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  • February 2024


    There are few changes in law from year to year that are as sweeping and as significant
    as the Corporate Transparency Act (CTA), which was enacted by Congress to help
    prevent and combat money laundering, terrorist financing, corruption, and tax fraud.
    The CTA requires that on and after January 1, 2024, virtually all businesses must file, and
    subsequently update, a Beneficial Ownership Information (BOI) Report with the U.S. Department
    of Treasury’s Financial Crimes Enforcement Network (FinCEN). The BOI requires the disclosure
    of certain personal information to FinCEN. Although the nuances of the CTA are still being
    clarified by FinCEN, the deadlines for reporting have been established. The purpose of this alert
    is to inform you of the CTA’s basic reporting requirements, and the consequences associated with
    failure to report as required.

    In general, all Reporting Companies are required to report specific personal information
    about the company, the “beneficial owners” of the company and the reporting applicant. Because
    company obligations vary based upon the factual circumstances of a particular company, each and
    every company should review all BOI reporting requirements carefully to understand their
    respective obligations. The information will not be publicly available, but FinCEN is authorized
    to disclose the information to:

    • U.S. federal law enforcement agencies;
    • With court approval, certain other enforcement agencies;
    • Non-U.S. law enforcement agencies, prosecutors, or judges based upon a request
    of a U.S. federal law enforcement agency; and
    • With consent of the reporting company, financial institutions and their regulators.


    Who has to file a BOI report?

    All Reporting Companies must file a BOI report. A “Reporting Company” is:


    ·         A corporation, a limited liability company (LLC) or other entity created in the United States by filing a document with the secretary of state or any similar office under the law of state or Indian Tribe; or

    ·         A foreign company registered to do business in any U.S. state or Indian Tribe by such filing.

    ·         Notably, the definition of Reporting Company excludes most trusts, sole proprietorships, and general partnerships.


    What Information Must be Reported?


    Reporting Company

    ·         Reporting Company’s full legal name;

    ·         Any trade or “doing business as” names;

    ·         Current business street address;

    ·         The state, tribal, or foreign jurisdiction of formation;

    ·         For a foreign reporting company, the state or tribal jurisdiction where the company first registers; and

    ·         The IRS taxpayer identification number.


    Beneficial Owner

    ·         Full legal name;

    ·         Date of birth;

    ·         Current residential or business street address; and

    ·         Unique identifying number and issuing jurisdiction from one of the following documents (passport, driver’s license or other government issued document) or a FinCEN identifier.

    Beneficial Owners

    Subject to some limited exceptions, a Beneficial Owner is any individual who:

    ·         Directly or indirectly has “substantial control” over a Reporting Company; and/or

    ·         Owns or controls as least 25% of the ownership interests, directly or indirectly, of a Reporting Company (including a trustee of a trust, beneficiary of a trust or grantor or settlor of a trust, depending on the circumstances).


    An individual has substantial control over a Reporting Company if the individual:

    ·         Serves as a senior officer (i.e., a president, CEO, CFO secretary, treasurer, general counsel or similar role) of such Reporting Company;

    ·         Has authority over the appointment or removal of any Senior Officer or a majority of the board of directors (or similar body) of such Reporting Company;

    ·         Directs, determines, or has substantial influence over important decisions made by such Reporting Company; or

    ·         has any other form of substantial control over such Reporting Company. 


    Who is exempt from filing a BOI report?


    There are 23 categories of entities that are exempt from filing a BOI report.  Below is a list of all 23 exemptions:


    ·         Securities reporting issuer;

    ·         Governmental authority;

    ·         Bank;

    ·         Credit Union;

    ·         Depository institution holding company;

    ·         Money services business;

    ·         Broker or dealer in securities;

    ·         Securities exchange or clearing agency;

    ·         Other Exchange Act registered entity;

    ·         Investment company or investment adviser;

    ·         Venture capital fund adviser;

    ·         Insurance company;

    ·         State-licensed insurance producer;

    ·         Commodity Exchange Act registered entity;

    ·         Accounting firm;

    ·         Public utility;

    ·         Financial market utility;

    ·         Pooled investment vehicle;

    ·         Tax-exempt entity;

    ·         Entity assisting a tax-exempt entity;

    ·         Large operating company (defined as a company which employs more than 20 full time employees, has an operating presence at a physical address in the U.S., and filed a Federal income tax return in the U.S. for the previous year demonstrating more than $5,000,000 in gross receipts or sales);

    ·         Subsidiary of certain exempt entities; and

    ·         Inactive entity.


    Where do I file the BOI report?

    Filing can be done by an employee, owner, third party service provider or anyone who is authorized by the Reporting Company to act on its behalf.


    Companies that must file a BOI report should make their filing here:


    Deadline to Report

    Reporting Companies formed prior to January 1, 2024 have until December 31, 2024 to file a report.


    Reporting Companies formed on or after January 1, 2024 have 90 days from formation/registration to file a report.


    Reporting Companies formed on or after January 1, 2025 will have 30 days to file a report.


    Duty to Update/Correct a Report

    A Reporting Company has ongoing obligations to FinCEN once it files its first BOI report. Reporting Companies must file an updated report within 30 days following any change in information previously reported or information later found to be inaccurate.

    Penalties for Failing to Report

    A person or company who willfully violates the BOI reporting requirements may be subject to substantial civil penalties of up to $500 for each day that the violation continues, with a maximum of $10,000. Such person or company may also be subject to criminal penalties of up to two years imprisonment.


    Gibbs Giden is providing this information as a service to its clients for educational purposes only. Information contained herein should not be construed or relied on as legal advice or be construed as to create an attorney-client relationship. Should you have any questions about reporting or the procedure to report, do not hesitate to contact our offices directly or visit for more information.

    For more information contact:

    Jeff Love


    Jeff Love is a partner with the firm. His practice encompasses all facets of real estate transactions, including drafting and negotiating purchase, sale, syndication, and financing transactions in connection with commercial, industrial, and residential assets. He also regularly drafts and negotiates office, retail, and industrial leases for regional landlords and tenants throughout the West Coast. Mr. Love has extensive experience drafting, negotiating, and reviewing real estate loan documents, including originations, modifications, note purchase agreements and other finance-related transactions from structuring through loan closing. He is a licensed real estate broker in the State of California.

    Jon Wolf 


    Mr. Wolf represents clients with respect to business transactions, real estate transactions, corporate governance matters and related business disputes. He counsels clients with respect to a wide variety of commercial transactions, including mergers and acquisitions, partnerships and joint ventures, technology licenses, real estate purchases and sales, leases, secured lender transactions and private equity ventures. He regularly advises with respect to formation, operation, management and dissolution of corporations, limited liability companies, partnerships, and nonprofit corporations.

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