CORPORATE TRANSPARENCY ACT

There are 23 types of entities that are exempt from the reporting requirements:

• Securities reporting issuer

• Governmental authority

• Bank

• Credit union

• Depository institution holding company

• Money services business

• Broker or dealer in securities

• Securities exchange or clearing agency

• Other Exchange Act registered entity

• Investment company or investment adviser

• Venture capital fund adviser

• Insurance company

• State-licensed insurance producer

• Commodity Exchange Act registered entity

• Accounting firm

• Public utility

• Financial market utility

• Pooled investment vehicle

• Tax-exempt entity

• Entity assisting a tax-exempt entity

• Large operating company

• Subsidiary of certain exempt entities

• Inactive entity

Reporting company

• Any domestic corporation, LLC, or similar entity.

• Any foreign company that registers to do business in the U.S.

Beneficial owner

• An individual who either directly or indirectly: (1) exercises substantial control over the reporting company, or (2) owns or controls at least 25% of the reporting company's ownership interests.

25% ownership

• CTA did not define what constitutes ownership or how to calculate 25%, but a suggested approach is to aggregate all the individual's ownership interests of any class or type that the individual owns or controls and compare the aggregated interest to the undiluted ownership interests of the company.

Substantial control

The CTA does not define what constitutes substantial control over the entity. Substantial control can include:

• Service as a senior officer of the reporting company.

• Authority over the appointment or removal of any senior officer, majority, or dominant minority of the board of directors.

• Direction, determination, decision, or substantial influence over important matters affecting the reporting company.

• Any other form of substantial control over the reporting company.

• Substantial control may be exercised directly or indirectly.

• More than one person may exercise substantial control.

• Not intended to include ordinary daily managerial decisions.

Company applicant

Only reporting companies created or registered on or after January 1, 2024, will need to report their company applicants.

A company that must report its company applicants will have only up to two individuals who could qualify as company applicants:

• The individual who directly files the document that creates or registers the company.

• And, if more than one person is involved in the filing, the individual who is primarily responsible for directing or controlling the filing.

Existing reporting companies

• Domestic reporting companies in existence before January 1, 2024

• Foreign reporting companies registered prior to January 1, 2024

Reporting deadline – initial report must be filed with FinCEN no later than January 1, 2025.

New reporting companies

• Domestic reporting companies formed on or after January 1, 2024

• Foreign reporting companies first registered on or after January 1, 2024

Reporting deadline – initial report must be filed within 90 calendar days after the earlier of:

• The date on which the reporting company receives actual notice that its creation has become effective.

• The date on which a secretary of state or similar office first provides public notice, such as through a publicly accessible registry, that the domestic reporting company has been created.

New foreign reporting companies

Reporting deadline – initial report must be filed within 90 calendar days after the earlier of:

• The date on which it receives actual notice that it has been registered to do business.

• The date on which a secretary of state or similar office first provides public notice of the registration.

Report content

• Reporting company information.

• Beneficial owner information.

• Company applicant information.

Information to report for each reporting company

• Full legal name of the reporting company.

• All trade names, fictitious names, or doing business as (DBA) names, regardless of whether the name is registered.

• Street address of "principal place of business."

• Jurisdiction of formation (state or tribal).

• IRS taxpayer identification number (TIN).

A reporting company must provide for each beneficial owner:

• Full legal name of the individual.

• Date of birth for the individual.

• Residential street address.

• A unique identifying number from certain government documents issued to the individual.

• An image of the document that provided the unique identifying number that also includes a photograph of the individual.

Company application information for entities formed on/after January 1st, 2024:

A reporting company must provide for each company applicant:

• Full legal name of the individual.

• Date of birth for the individual.

• Address for company applicant:

• If company applicant filed the formation or registration document in the course of the company applicant's business, then the street address of such business must be reported.

• In all other cases, the reporting company must provide the residential street address for the company applicant.

• A unique identifying number from certain government documents issued to the individual.

• An image of the document that provided the unique identifying number that also includes a photograph of the individual.

A "FinCEN Identifier" is a unique identifying number that FinCEN will issue to an individual or reporting company upon request after the individual or reporting company provides certain information to FinCEN. A beneficial owner, company applicant, or reporting company may simply report their FinCEN Identifier in lieu of that individual's otherwise required personal information on the beneficial ownership information report. A FinCEN identifier is specific to the individual or entity to which it is issued and each individual or reporting company may only obtain one FinCEN identifier. FinCEN will provide additional information on specific application procedures, FAQs, and other guidance regarding FinCEN identifiers in the future.

As described in "Key Terms and Definitions" above, reporting companies created or registered on or after January 1, 2024 will need to report their company applicants. Beginning in 2024, when assisting with new formations and registrations, CSC will provide the FinCEN Identifier of the CSC employee who created or registered the company with the Secretary of State in addition to the filing evidence. While CSC will not make legal determinations as to which individual(s) should be designated as company applicant(s), the CSC employee's FinCEN Identifier may be used to report CSC company applicant information to FinCEN. Please consult legal counsel if you have additional questions regarding who to designate as company applicants.