FinCEN stands for the Financial Crimes Enforcement Network. It is a bureau of the United States Department of the Treasury. FinCEN’s mission is to safeguard the financial system from illicit use and combat money laundering and financial crimes.

FinCEN imposes various reporting requirements on financial institutions and certain businesses to help detect and prevent money laundering and other financial crimes. Common reporting requirements include Currency Transaction Reports (CTRs) for transactions over a certain threshold, Suspicious Activity Reports (SARs) for suspicious transactions, and reports related to certain foreign financial accounts (FBAR).

Failure to comply with FinCEN reporting requirements can result in severe penalties. Penalties may include civil and criminal penalties, fines, and, in extreme cases, imprisonment. The specific consequences depend on the nature and severity of the violation.

The purpose of the Corporate Transparency Act (CTA) is to prevent and deter money laundering, terrorist financing, and other illicit financial activities. It aims to enhance the transparency of business entities by requiring them to disclose information about their beneficial owners. The CTA was enacted to provide crucial information to law enforcement agencies for investigations and analyses, to improve the integrity of information available to financial institutions conducting due diligence, and to assist in the detection and prevention of illicit activities. By requiring companies to provide this ownership information, the CTA closes loopholes that could otherwise be exploited by persons engaged in illegal enterprises.

Beneficial Owners: Entities must identify their beneficial owners, defined as individuals who either own 25% or more of the equity interests of the entity or exercise substantial control over the entity.

25% Ownership: The 25% ownership criterion for Beneficial Ownership Information (BOI) reporting refers to individuals who directly or indirectly own at least a 25% equity interest in a company or legal entity. This includes any form of equity, such as shares, capital, or profits.

Substantial Control: “Substantial control” in the context of Beneficial Ownership Information (BOI) refers to the authority to make significant decisions affecting the entity, regardless of equity ownership. This could include senior officers, executives, or anyone else who has significant influence over the company’s operations, policies, or financial transactions.

To qualify as a “large operating company” and be exempt from the Beneficial Ownership Information (BOI) reporting requirements, an entity must meet all of the following criteria:

1. Employment: The entity must employ more than 20 full-time employees in the United States.
2. Operating Presence: The entity needs to have an operating presence at a physical office within the United States, which is a location that the entity owns or leases and is distinct from any other unaffiliated entity.
3. Gross Receipts or Sales: The entity must have filed a federal income tax or information return in the United States for the previous year showing more than $5,000,000 in gross receipts or sales. This amount should be net of returns and allowances. If the entity is part of an affiliated group of corporations, the consolidated return for the group applies.

Under the Corporate Transparency Act (CTA), the following entities are generally required to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN):

1. Corporations, LLCs, and Other Similar Entities: This includes corporations, limited liability companies, and other entities that are created by filing a formation document with a state office, such as a secretary of state.

1. Foreign Entities: Certain foreign entities that are registered to do business in the United States must also report beneficial ownership information to FinCEN.

The CTA aims to cover entities that might otherwise be used to conceal ownership and control to facilitate illicit activities. Entities need to review the CTA’s provisions or consult with legal counsel to determine whether they are subject to the reporting requirements or if they qualify for any exemptions.