Corporate Transparency Act: What Businesses Need to Know About the New Reporting Requirements

ALBANY, NY | As of February 18, 2025, businesses across the country are once again required to file a Beneficial Ownership Information Report (BOIR) with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA). Ongoing litigation over the past year has prevented the enforcement of the CTA, but a recent judicial order has reinstated the CTA and its reporting requirements.

New Deadlines:

The filing deadline for existing reporting companies is March 21, 2025. FinCEN understands that this deadline may place a burden on businesses and will be evaluating options to further modify this deadline. Newly formed businesses will have a 90-day window to submit the report to FinCEN. Businesses should not wait to file—noncompliance with the CTA’s BOIR requirement imposes a late penalty of $500 per day with additional penalties and criminal charges possible.

Who Needs to File?

The CTA applies to companies that were formed with a secretary of state, a similar office, or an Indian tribe, and includes both corporations and LLCs. There are 23 types of business entities exempt from the reporting requirement, including banks, insurance companies, investment companies, and more.

For a full list of exemptions, visit: https://fincen.gov/boi-faqs#C_2

Note: members of the National Small Business Association are exempt from filing at this time due to ongoing litigation.

What Information Must be Disclosed?

The CTA requires reporting companies to disclose their legal names and current U.S. addresses. Additionally, businesses must disclose the jurisdiction in which they were formed and their tax identification number.

Businesses formed before January 1, 2024 are required to disclose their beneficial owners to FinCEN. A beneficial owner is any individual who has at least a 25% ownership interest in the company or an individual who has substantial managerial control over the company. There can be more than one beneficial owner, and all beneficial owners must be disclosed on the report.

In addition to disclosing beneficial owners, businesses formed after January 1, 2024 must also report company applicants. A company applicant an individual who filed the original documents which created the company. FinCEN allows for up to two company applicants to be reported.

Beneficial owners and company applicants are required to disclose similar information in the report. The information includes names, addresses, birthdays, and identification numbers from a state issued driver’s license or passport. Copies of either a driver’s license or passport are required, too.

For more information and to file, visit: https://www.fincen.gov/boi

New York Companies, Be Aware: Separate Filing Requirement Under NY-LLCTA

New York LLCs must comply with state-specific requirements under the New York State Limited Liability Company Transparency Act (NY-LLCTA), effective January 1, 2026. Unlike the federal Corporate Transparency Act (CTA), the NY-LLCTA applies only to LLCs formed or operating in New York. These companies must file a Beneficial Ownership Information Report with the Department of State. Existing LLCs must file by January 1, 2027, while LLCs formed after January 1, 2026, must file within 30 days. Exempt LLCs must file an attestation to claim their exemption and are subject to annual reporting. Failure to comply could result in daily fines and potential dissolution after two years of delinquency.

Written by: Shalini Natesan, Esq. & Jordan Porter, Law Clerk

The Towne Law Firm’s business law team provides advice and counsel to both publicly and privately held companies. We serve a wide range of industries, from small, closely held businesses to large entities with hundreds of employees and annual revenues in the hundreds of millions. Our team has the experience to address the various issues that arise in business formation, ownership, and operations.