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Corporate Transparency Act: FinCEN's Final Rules, New Guidance on Beneficial Ownership Information Reporting

Reporting Requirements Effective Jan. 1, 2024

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, August 10, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will provide corporate counsel with guidance on the Corporate Transparency Act's (CTA) requirements, including the U.S. Department of the Treasury's Financial Crimes Enforcement Network's (FinCEN) final rules and guidance on the forthcoming beneficial ownership information reporting rule (BOI Reporting Rule). The BOI Reporting Rule, effective Jan. 1, 2024, requires millions of "reporting companies" to report information on their "beneficial owners" to FinCEN and sets forth both civil and criminal penalties for those owners that fail to comply. Learn the key components of FinCEN's final rules, including who must file a report, what information must be provided, and when a report is due.


The CTA was signed into law in January 2021, and in September 2022, FinCEN issued highly anticipated final rules implementing the beneficial ownership reporting requirements of the CTA. Then, on Mar. 24, 2023, FinCEN released the first set of guidance on the forthcoming BOI Reporting Rule requirements. Effective Jan. 1, 2024, most new and existing corporate entities in the United States will be required to file reports on their beneficial owners with FinCEN. Beneficial owners are generally defined as individuals who own or control an entity, either directly or indirectly, which includes individuals who own 25 percent or more of the company, or any individuals who exercise substantial control over the entity.

The reporting rules are designed to prevent financial crimes, including money laundering, corruption, and tax evasion. The final rules provide two categories of reporting companies: domestic and foreign. A domestic reporting company is defined as a corporation, LLC, or other entity that is created by the filing of a document with a secretary of state or any similar office under the law of a state or Native American tribe. A foreign reporting company is defined as a corporation, LLC, or other entity that is formed under the law of a foreign country that has registered to do business in any state or tribal jurisdiction by the filing of a document with a secretary of state or any similar agency.

Although there are numerous exemptions from the reporting requirements, several domestic and foreign commercial groups with U.S. subsidiaries, private funds, pooled investment vehicles, trusts, and other entities will need to evaluate their specific circumstances to determine whether they meet any exemption criteria under the reporting rules. Large operating companies and publicly traded or regulated companies may likely meet one or more of the exemptions listed but are advised to review the final rules for guidance.

In light of the CTA's significant reporting requirements, counsel representing clients in forming new entities--and principals of existing companies--should prepare for the additional steps the law will add to the entity formation process and the new regulatory requirements. Further, counsel must be aware of and advise clients on the potential penalties for failure to comply with these new requirements.

Listen as our panel of experts offers a summary of the CTA and its current implementing regulations while shedding light on the various complexities, inquiries, and subtleties concerning the practical implementation of the CTA.



  1. Corporate Transparency Act: beneficial ownership disclosure
    1. Reporting requirements
    2. Beneficial owners
    3. Company applicants
    4. Disclosure requirements
    5. Entities exempt from reporting requirements
    6. Time to comply
    7. Penalties for noncompliance
  2. Key takeaways
    1. Best practices for maintaining compliance with the rules
    2. Preparing for future rulemaking implementing other provisions of the CTA


The panel will review these and other key issues:

  • Who is required to report?
  • What are the exemptions from reporting?
  • What information is required to be reported?
  • Who are beneficial owners?
  • What is the deadline for filing the initial beneficial ownership report?
  • How is beneficial ownership information reported?
  • Is the information reported to FinCEN available to the public?
  • What are the penalties for failing to report?
  • Once an initial report is filed is it required to be updated?


Jauregui, Eddie
Eddie A. Jauregui

Holland & Knight

A former federal prosecutor, Mr. Jauregui focuses on internal corporate investigations, corporate compliance and...  |  Read More

Lowe, Kimberly
Kimberly Lowe

Avisen Legal

For over 20 years Ms. Lowe has lawyered from the trenches with experience based on a comprehensive knowledge and...  |  Read More

Racco, Luciano
Luciano Racco

Counsel; Co-Chair, International Trade & National Security
Foley Hoag

Mr. Racco advises clients on a wide range of international trade regulations, including sanctions and export controls...  |  Read More

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