The Corporate Transparency Act
The Corporate Transparency Act (CTA), effective from January 2024, requires most US legal entities to disclose their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). It is the largest US corporate disclosure change in a generation.
Who must file
Nearly every LLC, corporation and similar entity formed in or registered in the US. Narrow exemptions cover large operating companies (20+ employees + $5M revenue + physical US presence), regulated entities like banks, and inactive entities that meet strict criteria.
Deadlines
Timing is unforgiving and applies to every change in the reported information — not just initial filing.
| Event | Deadline |
|---|---|
| Entities formed in 2026 | 30 days from formation |
| Entities formed before Jan 1, 2024 | Jan 1, 2025 (past due — file immediately) |
| Any change (address, owner, ID) | 30 days from the change |
| Correcting a filing error | 30 days from discovering it |
Required information
For each beneficial owner (25%+ ownership or substantial control): legal name, date of birth, residential address, and a scanned government-issued photo ID. For the entity: legal name, DBA if any, jurisdiction, and EIN.
Penalties
Civil penalties: up to $591 per day the report is late (adjusted annually for inflation). Criminal penalties: up to $10,000 fine and two years' imprisonment for willful failure to file or knowingly providing false information.
Common mistakes
Founders miss the 30-day change window more than the initial filing. Any move — new address, new passport, new co-owner — restarts the clock.
- Assuming BOI is one-and-done (it's not — every change is 30 days)
- Missing owners who have 'substantial control' but under 25% shares
- Using an expired ID
- Skipping BOI entirely because 'no one will notice'