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Corporate Transparency Act and Beneficial Ownership Reporting

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Corporate Transparency Act

In 2021, Congress enacted the Corporate Transparency Act (CTA). In an effort to curb financial crimes, the CTA included a new federal reporting requirement for beneficial ownership information (BOI). The law requires many companies doing business in the United States to report who owns or controls the company.

Who has to report?

Companies required to report under these rules are called “reporting companies”. There are two broad categories of reporting companies under the CTA. The first category are companies created in the United States by filing a document with a secretary of state or a similar office under the law of a state or Indian tribe. This category includes LLCs and corporations. The second, are foreign companies registered to do business in any U.S. state or Indian tribe by a filing.

There are twenty-three types of entities that are exempt from BOI reporting requirements. These include publicly traded companies, nonprofits, and certain large operating companies. There is also an exemption for inactive entities. To be an inactive entity you must have created the company before January 1, 2020. The company also must not have changed ownership in the last year or hold any assets, among other requirements.

Fortunately for us (and for many of you) most trusts and estates do not have to report. However, a trustee or trust may exercise substantial control over a reporting company.

What do I report?

Beneficial ownership reports include information about the entity itself as well as information about beneficial owners and company applicants. Generally, a beneficial owner is defined as anyone who owns at least 25% of a company or has substantial control over the company. A company applicant is an individual who directly files or is primarily responsible for the filing of the document that creates or registers the company. But, depending on when you created your company, you may not need to report information about company applicants. If you have lost track of these people, you may want to start looking, as the form requires their full name, date of birth, address, and an identifying document image.

When do I report?

FinCEN began accepting reports on January 1, 2024. Reporting companies have different BOI reporting deadlines depending on when you created the company. If you created or registered your company prior to 2024 you have until January 1, 2025 to report. If you created your company in 2024, you must submit your BOI within ninety days after receiving notice that your company’s creation or registration is effective. Or, if you created or registered your company on or after January 1, 2025, you must file BOI report within thirty days.

If you report and then the provided information changes, you have thirty days from the date of the change to report it.

How do I report?

You can fill out your BOI report online through the FinCEN website. They offer the report in a fillable PDF format, or you can fill out the form directly through their website.

Is this legislation unconstitutional?

The CTA may be found unconstitutional. On March 1st, a Federal District Court entered a declaratory judgment concluding that the CTA exceeds the Constitutions limits on Congressional Power. The Justice Department filed a notice of appeal on March 11. But, while we wait to hear on the appeal, reporting companies are still required to file BOI reports.

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Robert B. Fleming


Robert Fleming is a Fellow of both the American College of Trust and Estate Counsel and the National Academy of Elder Law Attorneys. He has been certified as a Specialist in Estate and Trust Law by the State Bar of Arizona‘s Board of Legal Specialization, and he is also a Certified Elder Law Attorney by the National Elder Law Foundation. Robert has a long history of involvement in local, state and national organizations. He is most proud of his instrumental involvement in the Special Needs Alliance, the premier national organization for lawyers dealing with special needs trusts and planning.

Robert has two adult children, two young grandchildren and a wife of over fifty years. He is devoted to all of them. He is also very fond of Rosalind Franklin (his office companion corgi), and his homebound cat Muninn. He just likes people, their pets and their stories.

Elizabeth N.R. Friman


Elizabeth Noble Rollings Friman is a principal and licensed fiduciary at Fleming & Curti, PLC. Elizabeth enjoys estate planning and helping families navigate trust and probate administrations. She is passionate about the fiduciary work that she performs as a trustee, personal representative, guardian, and conservator. Elizabeth works with CPAs, financial professionals, case managers, and medical providers to tailor solutions to complex family challenges. Elizabeth is often called upon to serve as a neutral party so that families can avoid protracted legal conflict. Elizabeth relies on the expertise of her team at Fleming & Curti, and as the Firm approaches its third decade, she is proud of the culture of care and consideration that the Firm embodies. Finding workable solutions to sensitive and complex family challenges is something that Elizabeth and the Fleming & Curti team do well.

Amy F. Matheson


Amy Farrell Matheson has worked as an attorney at Fleming & Curti since 2006. A member of the Southern Arizona Estate Planning Council, she is primarily responsible for estate planning and probate matters.

Amy graduated from Wellesley College with a double major in political science and English. She is an honors graduate of Suffolk University Law School and has been admitted to practice in Arizona, Massachusetts, New York, and the District of Columbia.

Prior to joining Fleming & Curti, Amy worked for American Public Television in Boston, and with the international trade group at White & Case, LLP, in Washington, D.C.

Amy’s husband, Tom, is an astronomer at NOIRLab and the Head of Time Domain Services, whose main project is ANTARES. Sadly, this does not involve actual time travel. Amy’s twin daughters are high school students; Finn, her Irish Red and White Setter, remains a puppy at heart.

Famous people's wills

Matthew M. Mansour


Matthew is a law clerk who recently earned his law degree from the University of Arizona James E. Rogers College of Law. His undergraduate degree is in psychology from the University of California, Santa Barbara. Matthew has had a passion for advocacy in the Tucson community since his time as a law student representative in the Workers’ Rights Clinic. He also has worked in both the Pima County Attorney’s Office and the Pima County Public Defender’s Office. He enjoys playing basketball, caring for his cat, and listening to audiobooks narrated by the authors.