Starting January 1, 2024, a significant number of businesses will be required to comply with the Corporate Transparency Act (“CTA). The CTA was enacted into law as part of the National Defense Act for Fiscal Year 2021. The CTA requires the disclosure of the beneficial ownership information (otherwise known as “BOI”) of certain entities from people who own or control a company. It is anticipated that 32.6 million businesses will be required to comply with this reporting requirement. The intent of the BOI reporting requirement is to help US law enforcement combat money laundering, the financing of terrorism and other illicit activity. The CTA is NOT a part of the tax code. Instead, it is a part of the Bank Secrecy Act, a set of federal laws that require record-keeping and report filing on certain types of financial transactions. Under the CTA, BOI reports will not be filed with the IRS, but with the Financial Crimes Enforcement Network (FinCEN), another agency of the Department of Treasury. Below is some preliminary information for you to consider as you approach the implementation period for this new reporting requirement. This information is meant to be general-only and should not be applied to your specific facts and circumstances without consultation with competent legal counsel and/or other retained professional adviser . What entities are required to comply with the CTA's BOI reporting requirement? Entities organized both in the U.S. and outside the U.S. may be subject to the CTA's reporting requirements. Domestic companies required to report include corporations, limited liability companies (LLCs) or any similar entity created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe. Domestic entities that are not created by the filing of a document with a secretary of state or similar office are not required to report under the CTA. Foreign companies required to report under the CTA include corporations, LLCs or any similar entity that is formed under the law of a foreign country and registered to do business in any state or tribal jurisdiction by filing a document with a secretary of state or any similar office. Are there any exemptions from the filing requirements? There are 23 categories of exemptions. Included in the exemptions list are publicly traded companies, banks and credit unions, securities brokers/dealers, public accounting firms, tax-exempt entities and certain inactive entities, among others. Please note these are not blanket exemptions and many of these entities are already heavily regulated by the government and thus already disclose their BOI to a government authority. In addition, certain “large operating entities” are exempt from filing. To qualify for this exemption, the company must: Employ more than 20 people in the U.S. Have reported gross revenue (or sales) of over $5M on the prior year's tax return; and Be physically present in the U.S. Who is a beneficial owner? Any individual who, directly or indirectly, either: Exercises “substantial control” over a reporting company, or Owns or controls at least 25 percent of the ownership interests of a reporting company An individual has substantial control of a reporting company if they direct, determine or exercise substantial influence over important decisions of the reporting company. This includes any senior officers of the reporting company, regardless of formal title or if they have no ownership interest in the reporting company. The detailed CTA Regulations define the terms "substantial control" and "ownership interest" further. Click the button below for the detailed regulations. When must companies file? There are different filing timeframes depending on when an entity is registered/formed or if there is a change to the beneficial owner's information. New entities (created/registered in 2024) — must file within 90 days New entities (created/registered after 12/31/2024) — must file within 30 days Existing entities (created/registered before 1/1/24) — must file by 1/1/25 Reporting companies that have changes to previously reported information or discover inaccuracies in previously filed reports — must file within 30 days What sort of information is required to be reported? Companies must report the following information: full name of the reporting company, any trade name or doing business as (DBA) name, business address, state or Tribal jurisdiction of formation, and an IRS taxpayer identification number (TIN). Additionally, information on the beneficial owners of the entity and for newly created entities, the company applicants of the entity is required. This information includes — name, birthdate, address, and unique identifying number and issuing jurisdiction from an acceptable identification document (e.g., a driver's license or passport) and an image of such document. Risk of non-compliance Penalties for willfully not complying with the BOI reporting requirement can result in criminal and civil penalties of $500 per day and up to $10,000 with up to two years of jail time. Please get in touch with our office to discuss your business situation. YOU SHOULD CONTACT YOUR ATTORNEY FOR GUIDANCE AND FILING.

Important Note: An extension extends the time to file BUT NOT THE DUE DATE OF YOUR TAX PAYMENT . When an extension is filed without payment you may incur interest and penalties each month until your balance is paid. For this reason, we recommend that you pay as much as possible by the Due Date. The following information can help us estimate Taxes Due with your Extension request: Amounts of Estimated Tax or other Income Tax Payments made in 2023. Any significant changes in income this year. Any other items that may affect your 2023 Tax Liability. EXTENSION FAQS: Who qualifies to file for a tax extension? EVERYONE that needs to file a tax return. When do you need to file for a tax extension? Before April 15th (the 2023 original filing deadline). What form do you use to file for a tax extension? IRS Form 4868 and PA form REV-276. If you have a filing requirement in other states, other state forms may apply as well. Does this extend the time I have to pay my taxes? NO, taxes are due on April 15th. What if I don’t pay the full amount due with my extension? IRS Penalties accrue at 0.5% of unpaid tax each month, not to exceed 25% of unpaid tax. Interest accrues at the current IRS rate of 7% per year. When is the Extended Tax Return Due Date? Six months after the original due date, typically October 15th. Why would I want to file a tax extension? To provide more time to receive and assemble tax documents. Is more cost effective than amending a return with inaccurate information. To allow for sufficient analysis and tax saving advice based on current IRS interpretation and guidance, revised tax forms and software updates. Does an extension increase my chance of being audited? No, the IRS selects returns to audit based on unreported items and variations from the ordinary income and deduction statistics.