Reporting Requirements under the Corporate

Transparency Act

Publications

May 2024

By: Donald E. Batterson, Solana Gillis

The Financial Crimes Enforcement Network of the Department of the Treasury (FinCEN) issued nal

regulations under the Corporate Transparency Act (CTA) which, effective January 1, 2024, require

most companies (

i.e.

, corporations, limited liability companies or other similar entities) formed or

business in the United Sates.

Reporting Companies

As a general rule, every corporation, limited liability company, or other similar entity that is (a)

created under the law of a United States state or territory or Indian tribe or (b) formed under the

laws of a foreign country and registered to do business in the United States is subject to the

reporting requirements of the CTA (a “reporting company”).

Despite the broad denition of reporting company, a number of entities are exempt from this

denition, including entities that are registered with the Securities and Exchange Commission under

the Securities Exchange Act of 1934, Investment Company Act of 1940 or Investment Advisers Act

of 1940 (such exemptions do not apply more broadly to entities registered with a foreign stock

identier of

each

of its benecial owners and applicants.

What is a benecial owner?

A “benecial owner” is any individual who, directly or indirectly, (a)

exercises substantial control over the reporting company or (b) owns or controls 25% or more of

the ownership interests of the reporting company. An individual has “substantial control” over a

reporting company if, among other things, they serve as a senior ofcer of the reporting company or

have authority over the appointment or removal of any senior ofcer or a majority of the board of

directors of the reporting company.

What is an applicant?

An “applicant” is (a) (i) for a domestic reporting company, the individual who

directly les the document that creates the domestic reporting company or (ii) for a foreign

primarily responsible for overseeing the preparation and ling of the incorporation documents and

the paralegal who directly les them with a state ofce would be considered “applicants” of such

reporting company.

While FinCEN may share BOI under certain circumstances related to the purposes of the CTA, BOI

reports are not generally available to the public. Under the Access Rule, the disclosure of BOI by

FinCEN is limited to certain agencies that support the purposes of the CTA, such as national security,

intelligence, or law enforcement agencies or nancial institutions who use BOI to comply with

customer due diligence requirements.

Reporting Deadlines

Because the nal regulations became effective on January 1, 2024, initial reporting deadlines

On or after January 1, 2024, and before January

1, 2025

Corporate

Japan

© 2025 Jenner & Block LLP. Attorney Advertising. Jenner & Block LLP is an Illinois Limited Liability Partnership including

professional corporations. This publication, presentation, or event is not intended to provide legal advice but to provide information

on legal matters and/or rm news of interest to our clients and colleagues. Readers or attendees should seek specic legal advice

before taking any action with respect to matters mentioned in this publication or at this event. The attorney responsible for this

communication is Brent E. Kidwell, Jenner & Block LLP, 353 N. Clark Street, Chicago, IL 60654-3456. Prior results do not guarantee a

similar outcome. Jenner & Block London LLP, an afliate of Jenner & Block LLP, is a limited liability partnership established under

the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with SRA number