Did you form an entity this year?! Is it exempt from reporting?! What actually goes in the BOIR?! It's time to focus on the CTA.

The CTA is on everyone's minds now, because entities formed prior to January 1, 2024 only have until the end of the year to file their Beneficial Ownership Information Reports (BOIRs), and, more urgently, entities formed since January 1, 2024 only have 90 days after formation to file to their BOIRs.  For the past several months, there has remained much uncertainty around the 23 exemptions under the CTA, and how they applied to complex organizations involving subsidiaries, syndications, investment funds and joint ventures, like we typically see in sophisticated commercial real estate transactions.  However, recent publications and announcements have helped to clarify the scope and application of the exemptions in many of these contexts, allowing decisions to be made on internal protocols such as which entities to treat as exempt, and whether to engage in case-by-case analysis in uncertain situations or just err on the side of over-reporting.  Accordingly, for many clients and their advisors, the focus is shifting to logistical and ministerial questions, which warrant the same attention as the substantive questions, given the high stakes for failure to properly report.  For example, should an exempt entity obtain a FinCEN ID, and should the BOIR for a non-exempt entity include the name of an exempt entity that holds substantial (but not total) ownership and control of the reporting entity?  As consensus develops ahead of and from the first batch of BOIRs that will be required to be filed in April (with respect to entities that were formed in January), we are helping clients navigate around the remaining uncertainties and develop their own strategies for ongoing reporting, monitoring and compliance.  Perhaps the CTA team at Mintz can help you too?!