As of January 1, 2024, a significant shift in the regulatory landscape for Corporations and Limited Liability Companies (LLCs) has taken effect. The Corporate Transparency Act (CTA) mandates that most Corporations and LLCs in the United States, including those in Vermont, must now register with the federal government.

Why Was This Law Created?

The primary purpose of the CTA is to enhance transparency in business operations and curb illicit activities such as money laundering, fraud, and terrorism financing. By requiring Corporation and LLCs to disclose their beneficial owners, the government aims to peel back the layers of anonymity that have historically shielded wrongful acts under the guise of business operations. This move aligns with global trends toward greater transparency and is a critical step in reinforcing the integrity of the U.S. financial system and its business environment.

What is Required in the Registration?

The CTA requires Corporations and LLCs to provide specific information about their beneficial owners. A beneficial owner is defined as any individual who, directly or indirectly, exercises substantial control over the entity or owns or controls at least 25% of the ownership interests. The information required includes:

• Full legal name
• Date of birth
• Current residential or business street address
• A unique identifying number from an acceptable document (e.g., a passport, driver's license)

This information must be updated regularly to reflect any changes. It's also important to note that these details are intended to be confidential, accessible only to authorized law enforcement agencies and some financial institutions under strict conditions.

Where and How to Register?

Registration must be completed through the FinCEN’s Beneficial Ownership Secure System (BOSS), a newly established online platform designed to facilitate this process. Here are the steps to register your LLC:

1. Access the BOSS System: You can find the platform by visiting the official FinCEN website. Ensure that you have digital copies of all required documents.
2. Create an Account: If you are a first-time user, you will need to create an account. This involves verifying your email and setting up security questions.
3. Complete the Form: Fill in the online form with the required information about the beneficial owners. This step will require you to upload the scanned documents that verify the identities of the owners.
4. Review and Submit: Double-check all the information for accuracy. Inaccurate information can lead to delays or legal issues.
5. Keep Records: Once submitted, ensure you keep a copy of the confirmation and any other relevant documents for your records.

Conclusion

The implementation of the CTA represents a significant change for Corporations and LLCs across Vermont and the entire United States. For real estate investors and others using Corporations or LLCs for business activities, compliance with this new federal requirement is not just about adhering to the law—it is about contributing to a more transparent and secure business environment.

Real estate law firms, especially those that have facilitated the formation of many Corporations and LLCs, play a pivotal role in ensuring that their clients understand and comply with these new requirements. As always, if you find this process daunting, consulting with a knowledgeable lawyer can help simplify these legal intricacies.



For further assistance or to discuss how this may impact your business specifically, please do not hesitate to contact our firm. We are here to help navigate these changes with you, ensuring your business continues to thrive in a transparent and compliant manner.