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How Do Legal Professionals Approach the CTA?

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The Corporate Transparency Act (CTA) represents a significant shift in the regulatory landscape for businesses in the United States, requiring them to report their beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN). This new mandate has led legal professionals, CPAs, and advisors to adopt varied approaches to assist their clients in complying with the regulations. In light of this, the question stands: how are legal professionals approaching the CTA? Here’s a closer look at how they are navigating the CTA compliance terrain.

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Legal Professionals Approach the CTA: White-Glove ServiceOne way legal professionals approach the CTA is by taking a comprehensive approach, offering white-glove service to clients. This includes not just initial filings but also managing subsequent updates to the BOI as required. how do legal professionals approach the cta _ secure complianceWhile this service model demands significant resources, it also opens up a new revenue stream for firms willing to invest in it. The primary challenge here is not the initial filing but the ongoing management of updates, especially given the tight 30-day deadline for reporting any changes. Firms offering this service must establish robust mechanisms for smooth communication and operation, ensuring changes are filed promptly to avoid penalties. Despite the resource intensity, many clients expect this level of service, making it a valuable offering for firms that can deliver.

Legal Professionals Approach the CTA: Referral

In contrast, some professionals opt out of the direct filing process, instead referring clients to trusted resources or platforms. This approach allows firms to navigate the complexities of CTA compliance without overextending their resources. Clients with simpler ownership structures may find it easy to manage their filings independently with the right guidance, while those with more complex arrangements might need specialized services. Referrals can lead clients to other firms offering white-glove services or to platforms equipped to help business owners with their filing process.

Legal Professionals Approach the CTA: Initial Filing Support

A middle-ground approach involves legal professionals advising clients on the CTA and assisting with the initial BOI report filing but not engaging in the ongoing maintenance of updates. This model caters to clients who are capable of handling minor updates on their own with some initial guidance. It strikes a balance, providing essential support without the commitment to continuous update management, making it an attractive option for both professionals and clients who prefer a less hands-on approach while still receiving the initial guidance needed to file correctly.

The Role of Technology Solutions

Secure Compliance steps in to bridge the gap with solutions designed to manage all aspects of BOI reporting. Our services, including SecurePRO and SecureFILE, are designed for flexibility, allowing them to function both independently and in conjunction, to meet the varied demands of clients.

The best part is, you don’t have to pick one platform. SecurePRO offers features such as user management tools, secure data collection, and e-signatures provide essential tools for professionals.

SecureFILE offers step-by-step guidance through an intelligent wizards that make compliance accessible for all business owners, regardless of their familiarity with the CTA.

Each of these approaches has its merits and challenges.

  • Offering white-glove service can significantly enhance client satisfaction and loyalty but requires an investment in resources.
  • Referring clients to external resources can be a practical solution for firms unable to commit these resources but may result in missed opportunities for additional revenue or building the client relationship.
  • Providing initial filing support offers a compromise, helping clients navigate the initial compliance hurdle while empowering them to take charge of subsequent updates.

As legal professionals and advisors continue to navigate the CTA landscape, the choice of strategy will largely depend on their firm’s capabilities, resources, and client expectations.

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Unconstitutional Ruling Doesn’t Change CTA Reporting for Majority

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REMINDER: Unconstitutional Ruling Doesn’t Change CTA Reporting

The March 1 decision in National Small Business Association (NSBA) v. Yellen has led to a widespread misunderstanding among legal professionals and CPAs concerning the Corporate Transparency Act’s (CTA) requirements. Many professionals mistakenly believe that the ruling has halted all their clients from the need to file BOI reports.   However, this is not the case.  If there is a new entity that was recently formed (January 1, 2024 or later), they are still required to file within 90 days of entity formation. Likewise, entities formed prior to January 1, 2024 are still required to file by December 31, 2024.

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Unconstitutional Ruling Doesn’t Change CTA Reporting - secure complianceThe court’s ruling only affects NSBA’s 65,000 members and their entities. All other entities not affiliated with the NSBA are required to adhere to the standard CTA reporting deadlines. It is very important for professionals to recognize that this ruling has affected a small number of those that fall under CTA provisions; however, the unconstitutional ruling doesn’t change CTA reporting for most and does not apply broadly to all entities.

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What Are the Four Types of Reports Under the Corporate Transparency Act?

The Corporate Transparency Act (CTA) mandates that reporting companies must report their beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) to promote transparency and combat illicit activities. To comply with these regulations, entities must first file an initial BOI Report by their first due date. However, while some companies may very rarely need to file another report, there will be many that will file the different types of BOI reports at various stages. Here, we explain the four types of BOI reports required under the CTA: Initial, Update, Correction, and Newly Exempt Entity.

1. Initial Report

The initial report is the first BOI report that each entity must file by their respective due date. This report sets the foundation for compliance and will be submitted only once. The due dates for filing the initial report are as follows:

  • Entities formed before January 1, 2024 have until January 1, 2025, to file their initial report.
  • Entities formed in 2024 have 90 days from the confirmation of formation to file their initial report.
  • Entities formed in 2025 and beyond must file their initial report within 30 days of formation.

2. Updated Report

An updated report is required when any previously filed information becomes outdated or incorrect. Entities must file an updated report within 30 days of the change in information. Situations that may trigger the need for an updated report include changes in beneficial ownership, changes in the entity’s address, or changes in the personal details of beneficial owners. Some entities may not file an updated report for years after filing their initial report, others may need to file just after a few months. There is no limit to how many updated BOI Reports can be filed.

3. Corrected Report

A corrected report is necessary when an entity realizes that the information previously filed was inaccurate. types of reports under the cta - secure complianceThis report must be filed within 30 days of discovering the mistake. The corrected report ensures that the BOI database remains accurate and reliable. Common errors that might necessitate a corrected report include typographical errors, incorrect DOBs, incorrect residential addresses, or omitted beneficial owners.

4. Newly Exempt Entity Report

The newly exempt entity report is for entities that have already filed an initial BOI Report but subsequently meet the criteria for an exemption from reporting. This applies to entities that fall into one of the 23 categories of exempt entities outlined by the CTA. Once an entity qualifies for exemption, it has 30 days to file a newly exempt entity report. It is essential to monitor the exemption status continually, as changes in the entity’s status might require re-filing under the CTA.

Maintaining Transparency

Compliance with the Corporate Transparency Act requires entities to understand and accurately file the appropriate BOI reports. The initial report sets the compliance baseline, while updated and corrected reports ensure ongoing accuracy. The newly exempt entity report acknowledges changes in status that affect reporting obligations. By adhering to these requirements and maintaining vigilance over any changes in information or status, entities can ensure compliance and contribute to the broader goals of transparency and integrity in corporate governance.

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How Do I Report a Corporate Trustee?

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In today’s regulatory environment, accurately reporting beneficial ownership under the Corporate Transparency Act (CTA) is crucial for avoiding penalties. One specific area of focus is the role of corporate trustees and how they should be reported as beneficial owners. report a corporate trusteeThis article delves into the nuances of how to report a corporate trustee and the conditions under which a corporate trustee can be named instead of individual beneficial owners. Understanding these aspects is essential for ensuring accurate and compliant reporting practices. 

How to Report a Corporate Trustee as a Beneficial Owner

The process for reporting a corporate trustee as a beneficial owner depends on the structure and extent of ownership the trustee holds in the reporting company. Below are the steps you should take to determining the right beneficial owners: 

Determine Ownership Proportion

Calculate the percentage of the reporting company that the corporate trustee indirectly controls through the trust. For example, if a corporate trustee owns 70% of a trust that holds 40% of a reporting company, then it controls 28% of the company, qualifying as a beneficial owner.

 

Consider the Conditions for Reporting the Name of the Corporate Trustee

The corporate trustee can only be reported by name instead of the individual beneficial owners if: 

  • The corporate trustee itself is exempt from reporting requirements.
  • The beneficial ownership threshold (25% control) is met solely through the trustee’s ownership interest in the reporting company.
  • No individual beneficial owner of the corporate trustee exercises substantial control over the reporting company. The same criteria for substantial control apply as they would for any other beneficial owner.

 

Consider the Conditions for Reporting the Name and FinCEN ID of the Corporate Trustee

The corporate trustee can only be reported by name and its FinCEN ID instead of the individual beneficial owners if: 

  • The corporate trustee itself has filed a BOI Report and has provided their ID to the reporting company.
  • The beneficial ownership threshold (25% control) is met solely through the trustee’s ownership interest in the reporting company.
  • The corporate trustee and the reporting company have the same beneficial owners.
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Accurately reporting corporate trustees as beneficial owners is a complex yet essential task in today’s regulatory landscape. By understanding and adhering to these guidelines, organizations can ensure they meet compliance requirements and avoid potential penalties.

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CTA Compliance for Trusts – FinCEN FAQs Provide Insight

What Does CTA Compliance for Trusts Involve?

The Corporate Transparency Act (CTA), designed to curb illicit financial activities by enhancing the transparency of business ownership, requires reporting companies to disclose information about their beneficial owners to FinCEN.

The latest FAQs provided by FinCEN give significant insights particularly around the complexities of CTA compliance for trusts. These guidelines clarify how beneficial owners who use trusts can control reporting companies and outline the responsibilities for reporting when a corporate trustee is involved.

Beneficial Ownership Through Trusts

cta compliance for trusts - secure complianceDid you know that individuals can exert control over reporting companies through trusts? This can occur directly or indirectly through exercising substantial control or controlling ownership interests. Both can be established through contracts, relationships, or other means that define the trust’s influence over the company.

Determining the beneficial owners in scenarios involving trusts requires examining the roles of trustees, beneficiaries, and others within the trust structure based on their control or ownership stakes:

  • A trustee may qualify as a beneficial owner if they have authority to manage or dispose of the trust’s assets, or control a significant portion (at least 25%) of the reporting company’s interests through the trust.
  • Beneficiaries can be considered beneficial owners if they are the sole recipients of the trust’s income/principal or can demand substantial portions of the trust’s assets.
  • Individuals who established the trust, known as grantors, might be beneficial owners if they retain the right to revoke the trust or withdraw its assets.

These roles depend heavily on the specific terms and operations of the trust, indicating that beneficial ownership needs to be evaluated on a case-by-case basis and should be done with the help of a legal professional.

Key Takeaways for Compliance

  1. Companies must conduct detailed evaluations to determine if trusts or corporate trustees associated with their ownership structure meet the CTA’s beneficial ownership criteria.
  2. Maintain accurate records of all contractual and operational arrangements with trusts and trustees to verify compliance.
  3. As relationships or the proportion of ownership interests change, update the reporting to FinCEN to reflect current beneficial ownership information.

By adhering to these guidelines, reporting companies, including those involved with trusts, can ensure compliance with the CTA. The complexity of trusts and varied roles within them necessitate careful analysis to accurately identify beneficial owners under the new regulations.

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Unconstitutional Ruling Doesn’t Change CTA Reporting for Majority

Share this article!

REMINDER: Unconstitutional Ruling Doesn’t Change CTA Reporting

The March 1 decision in National Small Business Association (NSBA) v. Yellen has led to a widespread misunderstanding among legal professionals and CPAs concerning the Corporate Transparency Act’s (CTA) requirements. Many professionals mistakenly believe that the ruling has halted all their clients from the need to file BOI reports.   However, this is not the case.  If there is a new entity that was recently formed (January 1, 2024 or later), they are still required to file within 90 days of entity formation. Likewise, entities formed prior to January 1, 2024 are still required to file by December 31, 2024.  Unconstitutional Ruling Doesn’t Change CTA Reporting - secure complianceThe court’s ruling only affects NSBA’s 65,000 members and their entities. All other entities not affiliated with the NSBA are required to adhere to the standard CTA reporting deadlines. It is very important for professionals to recognize that this ruling has affected a small number of those that fall under CTA provisions; however, the unconstitutional ruling doesn’t change CTA reporting for most and does not apply broadly to all entities.

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