Corporate Transparency Act Filing Deadline is January 1, 2025
UPDATE: A U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction on Dec. 3, 2024, that blocks enforcement of the Corporate Transparency Act. Despite this, the Massachusetts Dental Society (MDS) is advising members to still be prepared to file reports, or file voluntarily before January 1,2025, as this fluid situation could change rapidly.
The Dental Insights Team thanks Dr. Albert Sandler (MDS Trustee) for the important guest post below:
The Corporate Transparency Act (CTA) became enacted on January 1, 2024. The deadline for all incorporated private small businesses with 20 or fewer employees with gross annual sales under $5 million are obligated to file beneficial owners information reports (BOIR) with the Financial Crimes Enforcement Network (FinCEM) by January 1, 2025. Those who are delinquent can be fined up to $500/day. Filing a fraudulent BOIR or willfully ignoring filing a BOIR, carries up to 2 years imprisonment and a fine up to $10,000.
The US Treasury created the CTA legislation to combat illicit financial activities by curtailing the use of shell corporations to commit tax fraud, money laundering, tax evasion, and other illegal activities. The ADA and many other small business groups have been unsuccessful in ADA lobbying attempts for an exemption for dental practice owners.
Which businesses have to file a BOIR?:
- Any private small business that has filed articles of incorporation with their secretary of state (i.e. LLCs, S-Corp, C-corp, etc.)
- Business has 20 or fewer employees and annual gross sales under $5 million
- Includes incorporated business real estate (LLCs, etc.), even if owned by Sole Proprietor
- Good news: Sole Proprietors are not required to file a BOIR for their practice
A beneficial owner is defined as:
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Any individual owner who owns or controls at least 25% of the company
- Any non-owner that exercises control as the senior officer, such as president, CEO, or senior counsel
- Any non-owner who has the authority to appoint or remove senior officers/board members
- Any non-owner making important decisions concerning the company’s business, finances, &/or structure
Report requirements Include:
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Full legal business name, doing business as (DBA)
- Company business address
- State where the company was initiated/formed
- Tax ID Number or Social Security Number
- Beneficial owner full legal name, date of birth, home address
- Beneficial owner driver license or passport copy
You will need to file for each and all beneficial owners, including your spouse, if they are on your incorporated documents. Your CPA or legal representative can file on your behalf. There are also services that can file for a fee, but beware of scammers! There is no fee to file online yourself at the FinCEN website at fincen.gov/boi, and it is easy.
DISCLAIMER: This is informational and not legal advice. Please seek legal counsel.
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