December 19, 2023

New Federal Corporate Transparency Act Requires Reporting

The new federal Corporate Transparency Act ("CTA") requires most small businesses to report personal information about business owners to the federal government. The specific agency gathering the information is FinCEN, which is a special agency within the U.S. Department of the Treasury. This information is referred to as beneficial ownership information ("BOI"). Reporting entities include corporations, limited liability companies, and other entities created by state filings. Beneficial owners are those who own or control at least 25% of the company. The reporting law requires disclosure of personal information concerning most officers, directors, managers, and anyone who exercises substantial control over the business. Similarly, anyone who filed the document that created or registered the entity must also reportThere are several exemptions – for example nonprofits, accounting firms, insurance companies, and any business with over twenty employees or over $5 million in annual revenue.  


The goal of the CTA is to increase transparency and prevent terrorism, fraud, and money laundering by gathering information from beneficial owners. The information reporting process is no simple task. FinCEN requires each covered entity to report by uploading the required information to a FinCEN website that is not yet publicly available, but presumably will be soon. Each entity must determine which individuals are required to report "Personally Identifying Information" or "PII."  Although the federal government has not yet finalized the reporting details, the required PII will require each individual to provide full name, any alias, date of birth, street address of residence, and a copy of the individual's driver's license or passport. Additional required information includes:


  • Details regarding the entity itself such as legal name, trade names, street address of principal place of business, state of formation, and IRS employer identification number, and
  • Information about the organizer or incorporator of the entity, including full name, any alias, date of birth, street address of residence, and a copy of the individual's driver's license or passport. 


The CTA applies immediately on January 1, 2024, but existing entities have an entire year to comply. Reports for existing entities formed on or before December 31, 2023, must be filed by January 1, 2025. Reports for entities created or registered between January 1, 2024, and December 31, 2024, must be filed within ninety days after their creation or registration. Reports for entities created or registered after December 31, 2024, must be filed within thirty days after their creation or registration. 


After the initial filing, changes to the reporting entity's information or BOI must be reported within thirty days. For example, if a business takes on new owners or elects new officers or directors, that information must be reported within the thirty-day period. Furthermore, any inaccuracy in the information submitted must be corrected within thirty days. 


Noncompliance with the CTA can include civil penalties up to $500 per day for a violation, criminal fines up to $10,000, or imprisonment for up to two years.

We will be working with our clients to help assure compliance with these new filing requirements. In the meantime, please feel free to contact any of the business attorneys at Farleigh Wada Witt for specific guidance for complying with the CTA.

Farleigh Wada Witt Business Attorneys

Dean Sandow assists business owners, executives, professionals, families, family enterprises, and individuals plan for all stages of business and life, with an emphasis on creative use of entities, trusts, and planning techniques to maximize efficiency and tax savings and minimize administration. With a keen understanding of entity structure and management, Dean creates plans to enhance and manage assets for the client and for next generation or beyond. Dean was selected by his peers for inclusion in the Best Lawyers in America® 2018-2024 for Trusts and Estates and 2019-2024 for Corporate Law.


Contact Dean at 503.228.6044 or

Steve Bennett handles entity formation, business succession, governance, and dispositions for businesses. He has substantial experience negotiating and drafting complex contracts in a variety of business settings. Steve emphasizes keeping the deal on track and moving forward. He represents both buyers and sellers in sales, mergers, acquisitions, and stock transfers.  Steve also has a diverse estate planning and real estate practice.


Contact Steve at 503.228.6044 or

Brian Jolly's law practice focuses on corporate and general business matters, as well as estate and succession planning. With more than a decade of experience representing families, closely-held businesses, and non profit organizations, Brian brings considerable working knowledge in the areas of business formation, mergers and acquisitions, and internal and external disputes in a multitude of business and estate planning matters.


Contact Brian at 503.228.6044 or

Paul Migchelbrink  maintains a diverse business practice advising clients in a number of industries on corporate and general business matters, real estate, intellectual property, commercial finance, and lending. He utilizes his broad and extensive experience to help his clients make sound strategic decisions and grow their businesses.  Paul advises clients on matters throughout the business life cycle, including the formation and financing of new business ventures, ownership and ownership transitions, mergers and acquisitions, equity and debt financing, business contracts, and the protection of trademarks and other intellectual property rights. Paul was selected by his peers for inclusion in the Best Lawyers in America® 2020-2024 for Corporate Law.

Contact Paul at 503.228.6044 or

Marisol McAllister's practice focuses on real estate, financial services, and business law. In her financial services practice she represents financial service providers on complex commercial lending and leasing transactions and with judicial and non-judicial real estate foreclosures. In addition, she was designated as one of the Best Lawyers in America ® 2018-2024 for Real Estate Law.

Contact Marisol at 503.228.6044 or

Megan Oshiro supports the firm's business, estate and succession planning, financial services and real estate practices. Megan's internship at Willamette's Business Law Clinic, Oregon DOJ in the Financial Fraud and Consumer Protection Section, and externship with the Adidas in-house counsel in Portland bring excellent skills and working knowledge to her practice. 


Contact Megan at 503.228.6044 or

Sydney Nguyen practices in several areas including business, estate planning and administration, employment law and real estate, hereby enabling her to assist companies and individuals with a full-range of legal and business challenges.

Contact Sydney at 503.228.6044 or

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The contents of this publication are intended for general information only and should not be construed as legal advice or opinion on specific facts and circumstances.