Corporate Transparency Act

Key Contacts

Ken Witt, Scottsdale
Lisa Sarver, Omaha
Rick Lieberman, Scottsdale
Gil Rosenthal, Denver

The Corporate Transparency Act (“CTA”) became effective on January 1, 2024.

This federal legislation will require many existing and newly created companies to report extensive information about their “beneficial owners” and “company applicants” to the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). Compliance with the CTA is the responsibility of reporting companies that are subject to the CTA. Reporting companies that fail to comply with the CTA are subject to substantial civil and criminal penalties. All reporting companies should be taking steps to comply with the reporting requirements by the applicable deadline.

Kutak Rock is here to help clients navigate the CTA compliance process. If you have any questions about how the CTA will affect your business, please contact your Kutak Rock attorney or a key contact on the CTA Client Service Team at the top of this page.

See below for CTA related news, publications and events which will be updated in real time.

Corporate Transparency Act Update: Federal Court in Texas Issues Nationwide Preliminary Injunction Prohibiting Enforcement of the CTA
December 4, 2024
Service: Business, Corporate and Securities Related Professionals: Ken Witt, Richard Lieberman

Click here to download a pdf of this client alert.

On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a preliminary injunction prohibiting enforcement of the Corporate Transparency Act (“CTA”) and associated regulations by the Treasury Department’s Financial Crimes Enforcement Network.

In Texas Top Cop Shop, Inc. et al. v. Garland et al., No. 4:24-cv-478-ALM (E.D. Tex.; 12/24), the court ruled that the plaintiffs met the requirements for a preliminary injunction, including demonstrating that “the CTA is likely unconstitutional as outside Congress’ power.” The court granted the plaintiff’s motion for a preliminary injunction:

Therefore, the CTA, 31 U.S.C. § 5336 is hereby enjoined. Enforcement of the Reporting Rule, 31 C.F.R. 1010.380 is also hereby enjoined, and the compliance deadline is stayed under § 705 of the APA. Neither may be enforced, and reporting companies need not comply with the CTA’s January 1, 2025, BOI reporting deadline pending further order of the Court.

Click here to read the full publication.

Corporate Transparency Act Update: FinCEN’s October 2024 FAQs
October 16, 2024
Service: Business, Corporate and Securities Related Professionals: Dwanye Fearon, Ken Witt

Click here to download a pdf of this Client Alert.

On October 3, 2024, the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued a major update of its FAQs on the Corporate Transparency Act (“CTA”). The key FAQ updates are described below.

Access to Beneficial Ownership Information (BOI)
Is your BOI subject to disclosure under FOIA?
FinCEN has confirmed that beneficial ownership information (“BOI”) reported to FinCEN is exempt from disclosure under the Freedom of Information Act (“FOIA”). (FAQ A.6)

Click here to read the full publication.

Alvano and McKee Co-Author CTA Article for Corporate Counsel Business Journal
August 23, 2024
Service: Business, Corporate and Securities Related Professionals: Michael Alvano, Mariza McKee

Kutak Rock partners Michael Alvano and Mariza McKee co-authored the article “Lifting the Veil: Corporate Transparency Act Compliance for EB-5 Stakeholders” which appears in the 2024 July/August edition of the Corporate Counsel Business Journal. Along with Mine Ekim, Managing Director of Legal & Compliance for Golden Gate Global, Alvano and McKee discuss the following topics:

CTA Reporting Requirements
EB-5 Entities and CTA Compliance
Exemptions and Implications
Reporting Timeline
Penalties for Violations
Significance of the Yellen Case
Key Considerations for EB-5 Entities

The Corporate Transparency Act (the “CTA”) requires many companies (each, a “Reporting Company”) to file a beneficial ownership information report with the Financial Crimes Enforcement Network (“FinCEN”) listing information about the company, their beneficial owners and those who were active in the formation of the entity. This requirement applies to active Reporting Companies even if they were formed prior to January 1, 2024, the effective date of the CTA.

Click "Read More" to read the full client alert.

The New Corporate Transparency Act: Five Things You Need to Know Now
August 8, 2024
Service: Business Corporate and Securities Author: Ken Witt
Related Professionals: Richard Lieberman, Gil Rosenthal, Lisa Sarver

Click here to download a pdf of this Client Alert.

The Corporate Transparency Act (“CTA”) came into effect on January 1, 2024, and an estimated 32.6 million private companies have to report, for the first time, information about their “beneficial owners” to the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). The CTA’s reporting requirements apply to corporations, limited liability companies, limited partnerships, limited liability partnerships, professional corporations, professional limited liability companies, business trusts and other types of legal entities. Failure to comply with the CTA carries significant civil and criminal penalties for non-compliance, including substantial fines and imprisonment.

Click "Read More" to learn five things that you need to know about the CTA:

Michael Alvano and Caitlin Gustafson to Give CTA Presentation at NSBA Seminar
Friday, August 16 from 9:30 to 11:00 a.m. (CT)
Speakers: Michael Alvano, Caitlin Gustafson

Kutak Rock partners Michael Alvano and Caitlin Gustafson will present “Corporate Transparency Act: Rules, Requirements, Court Cases, and More” at the Nebraska State Bar Association’s 2024 Business Law Seminar on Friday, August 16 from 9:30 to 11:00 a.m. (CT). The presentation will lead off the seminar’s programming and will cover the following topics:

What is the Corporate Transparency Act (CTA)?
Review of the CTA rules and requirements
Summary of CTA court cases, challenges, and updates since the act went into effect

Click here to learn more about the Nebraska State Bar Association’s 2024 Business Law Seminar.

Michael is a partner in Kutak Rock’s Corporate Finance Group and regularly represents clients in mergers, acquisitions and divestitures as well as focusing significant attention on recapitalizations, restructurings, joint ventures, private equity and debt offerings. In addition, Michael advises clients on general corporate, partnership and limited liability company matters, including contract negotiations, disclosure requirements, employee relations and advising directors, officers and/or managers regarding their fiduciary duties.

Caitlin is a partner in Kutak Rock’s Corporate Finance Group and advises clients on a broad spectrum of corporate matters and transactions, including corporate governance, business entity formation, and middle-market mergers and acquisitions. She regularly counsels issuers and investors in venture capital financings, private placements and other private securities offerings.

Both Michael and Caitlin are current members of the Executive Committee of the Business Law Section of the Nebraska State Bar Association.

Learn More & Register

CYA for the CTA Webinar - July
July 30, 2024 1:00 pm Central
Speakers: Mike Alvano, Ed Gonzales, Caitlin Gustafson, Lisa Sarver
Established to assist with the government’s fight against fraud, drug trafficking, tax evasion, organized crime and other illicit activities, the Corporate Transparency Act (“CTA”) imposes significant new obligations on newly formed and existing entities.

This one-hour webinar will provide an overview of the CTA, including a description of which entities are required to file beneficial ownership information (“BOI”) reports, who constitutes a company applicant or beneficial owner whose information must be included in a BOI report, what information is required to be disclosed in a BOI report, when entities are required to file their BOI reports, and the consequences of failing to file a BOI report. Additionally, this program will highlight certain critical areas in which entities and those who advise them should take care not to run afoul of the CTA’s requirements.

The Corporate Transparency Act is Unconstitutional (According to the Northern District of Alabama)—Should You Still Comply?
March 5, 2024
Authors: Colson Franse, Bryan Handlos
On March 1, 2024, the United States District Court for the Northern District of Alabama determined that the Corporate Transparency Act is unconstitutional. Kutak Rock provides guidance through the implications of this ruling, including whether compliance should still be a priority before further appeals and rulings are made.

CYA for the CTA Webinar
March 5, 2024 11:00 am to 12 pm Central
Speakers: Mike Alvano, Ed Gonzales, Caitlin Gustafson, Gil Rosenthal, Lisa Sarver, Ken Witt
Moderator: Jeff Makovicka
Established to assist with the government’s fight against fraud, drug trafficking, tax evasion, organized crime and other illicit activities, the Corporate Transparency Act (“CTA”) imposes significant new obligations on newly formed and existing entities. This one-hour webinar will provide an overview of the CTA, including a description of which entities are required to file beneficial ownership information (“BOI”) reports, who constitutes a company applicant, or beneficial owner whose information must be included in a BOI report, what information is required to be disclosed in a BOI report, when entities are required to file their BOI reports, and the consequences of failing to file a BOI report. Additionally, this program will highlight certain critical areas in which entities and those who advise them should take care not to run afoul of the CTA’s requirements. Click here for the full agenda and webinar information.

FinCEN's Access and Banks
January 19, 2024
Services: Banking Authors: Bryan Handlos, Jeffrey Makovicka, and Austin Graves
A comprehensive breakdown and analysis of FinCEN's final rule (the "Access Rule") establishing standards for banks to access beneficial ownership information (BOI) reported to FinCEN including who has access to BOI, Banks' access to BOI, the timeline for access, re-disclosure of BOI, data security and consent, violations and penalties, and considerations for banks seeking BOI from FinCEN.

CTA Beneficial Ownership Information (BOI) Reporting is Live
January 10, 2024
Services: Business, Corporate and Securities Authors: Ken Witt and Colson Franse
A reminder to clients that BOI reporting is now being accepted by FinCEN and deadlines to be compliant are nearing for each type of business that meets “reporting company” eligibility.

The Corporate Transparency Act
December 27, 2023
Services: Corporate Finance, Business, Corporate and Securities
Following the Corporate Transparency Act taking effect on January 1, 2024, know which eligible clients are considered reporting companies, what information they are obligated to report to FinCEN, the reporting process, and reporting deadlines to avoid civil and criminal penalties.

Corporate Transparency Act: Private Investment Funds
December 20, 2023
Services: Business, Corporate and Securities Authors: Ken Witt and Austin Graves
A guide to FinCEN reporting obligations for private investments funds, their sponsors, general partners, investment managers and investors within a reporting company. Learn about exemptions for Private Fund and Fund Managers, along with FinCEN identifiers.

Corporate Transparency Act Alert: FinCEN Extends Reporting Deadline
December 6, 2023
Services: Business, Corporate and Securities Author: Ken Witt
Detailing the FinCEN amendment to the BOI reporting rule to extend the BOI filing deadline from 30 to 90 days for companies formed in 2024.

Corporate Transparency Act Update: More Time to File Initial Reports and FinCEN Publishes Reporting Guidance
October 2, 2023
Services: Business, Corporate and Securities Author: Ken Witt
Summarizing FinCEN’s official guide to assist small entities with CTA’s BOI reporting compliance, their proposed extension of the deadline for initials reports by reporting companies that will be formed in 2024, and their notice and request for comment detailing the application by which individuals can obtain a FinCEN Identifier.

Corporate Transparency Act (“CTA”) Check-In: What’s the Latest?
August 2023
Services: Business, Corporate and Securities Author: Ken Witt
An August 2023 update that defines what a reporting company is and how they will be newly required to classify themselves and their beneficial owner and file an initial report to FinCEN after January 1, 2024. Learn what criteria allows for companies to be exempt from reporting and the different deadlines that apply to existing companies as well as companies formed after January 1, 2024.

Corporate Transparency Act (“CTA”) Update: The CTA’s Reporting Requirements Rule is Here
November 2022
Services: Business, Corporate and Securities
An explanation of FinCEN’s final rule implementing the CTA’s beneficial ownership information (BOI) reporting requirements, detailing who must file a BOI report, what information must be disclosed, and when reporting companies must file their initial BOI reports with FinCEN.

Corporate Transparency Act Essentials: Everything You Need to Know Regarding the Forthcoming Regulations
August 15, 2022
Services: Business, Corporate and Securities
A detailed breakdown of regulations including who must comply with the CTA’s reporting requirements, what information must be reported to FinCEN, who may access the information that is collected, deadlines for reporting information to FinCEN, and penalties for non-compliance with the CTA’s reporting requirements.

Corporate Transparency Act: New Reporting Requirements for “Shell” Companies and Small Businesses
January 6, 2021
Services: Business, Corporate and Securities Authors: Mitch Woolery and Andrew Elsberry
An introduction to the newly enacted Corporate Transparency Act, its purpose, businesses considered reporting companies, consequences of noncompliance and projected impact of the Act.