Have additional questions about the CTA? Get them answered in our webinar on November 6th: https://www.eventbrite.com/e/understanding-the-corporate-transparency-act-for-freelancers-tickets-1063343883179

The Corporate Transparency Act (CTA), which went into effect on January 1, 2024, has significant implications for freelancers and all business owners. This new regulation requires most businesses to report information about their owners to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) using a Beneficial Owners Information report (BOI). This is completely separate from any tax filings you must file. There are also significant penalties for not filing the BOI report under the CTA.

The first deadlines for filing a Beneficial Ownership Information (BOI) Report under this new law are fast approaching (January 1, 2025) which means it’s time for freelance business owners to take action and get their mandatory reports filed. One of the best ways to do so is to work with an accounting professional.  

Here is a summary of what you should know about your obligations as a freelance business owner (or if you are defined as a beneficial owner, as detailed below, of a business) under the CTA.

What is the Corporate Transparency Act (CTA)?

The CTA aims to combat illicit activities such as tax fraud, money laundering, and financing for terrorism by capturing more ownership information for specific U.S. businesses. It requires companies to submit a Beneficial Ownership Information (BOI) Report to FinCEN.

Who Needs to Comply with the CTA?

The CTA applies to various types of legal entities, including corporations, limited liability companies (LLCs), limited partnerships (LPs), limited liability partnerships (LLPs), professional corporations, professional LLCs, business trusts, and other types of legal entities. Freelancers operating under these structures need to comply with the CTA’s reporting requirements to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) and report their information to FinCEN as well as the identities of anyone else having beneficial ownership in their business.

Who is Defined as a Beneficial Owner Under the CTA?

Under the CTA a beneficial owner of a business is defined as someone who "exercises substantial control" over the entity (such as being a manager of an LLC) or who owns at least a 25% interest in an entity.

When are Beneficial Ownership Information Reports Filings Due?

A new entity formed in 2024 must file its initial Beneficial Ownership Information ("BOI") Report within 90 days of official formation, while entities created prior to 2024 have until January 1, 2025 to file initial BOI reports. 

Another key point here is that if your freelance business was created before or on January 1, 2024 has changes to any of the information detailed below for any owners (or you add an owner) you must update your reporting within 90 days of receiving notice of the changes. For those companies created or registered in 2025 or later, the timeframe for reporting these changes is within 30 days. 

What Information is Submitted on the Beneficial Ownership Information Report?

You will need to report the following information for each beneficial owner of your business:

● Legal name

● Date of birth

● Current residential address (or business address for a company applicant)

● A unique identifying number from a current passport, driver’s license, etc., and an image of the document. 

In addition you need to report your full legal entity name (as well as any trade or d/b/a names), address of your principal place of business, jurisdiction of organization, and a unique identifying number such as an employer identification number.  

What are the Penalties for Non-Compliance with the CTA?

The penalties for not filing the BOI Report are significant, to the tune of $591 per day if the form is willfully not filed, or if it is filed with false information up to $10,000. There can also be criminal penalties with incarceration. These penalties can be assessed against the entity, a person with a beneficial interest, or both. These may include monetary fines of  $11,820 per occurrence plus up to two years of jail time. There are also fines of up to $250,000 for the misuse of beneficial ownership information.

If there is any change to previously reported information about the reporting company or its beneficial owners, companies must file an updated report with FinCEN within 30 days.

Are There any Exemptions for Non-Active Businesses?

If you have an “inactive” freelance entity that you created but no longer use, beware that you likely will still need to file according to the CTA guidelines because exemptions for inactive companies are limited to only the following instances: 

● Your business was in existence on or before January 1, 2020.

● You are not engaged in an active business within this entity.

● Your freelance entity is not directly or indirectly owned by a foreign person.

● Your business has not experienced an ownership change in the preceding 12-month period.

● Your business not sent or received any funds greater than $1,000 either directly or through any financial account in which the entity or an affiliate has an interest, in the preceding 12-month period. 

● Your business does not hold any assets in the U.S. or abroad, including any ownership in other entities. 

Beyond entities that have been inactive for many years, you also cannot avoid the CTA Beneficial Ownership filing requirements by dissolving a reporting company prior to the reporting deadline (January 1, 2025, for companies formed prior to 2024 and 90 days after formation if formed in 2024). 

Your freelance business dissolution would have had to have happened prior to January 1, 2024, to make this a viable case for non-reporting. Reporting obligations also apply to freelance companies that may cease to exist as legal entities before their initial Beneficial Ownership reports are due (prior to January 1, 2025). If this is the case you only need to file one initial BOI report.

Does my State Have BOI Reporting Requirements? 

The quick answer is that it may. It is important to check if this is the case as you make plans to take care of your CTA filings. Freelance businesses established in New York State must also file under the New York LLC Transparency Act, (or NYLTA). The NYLTA goes into effect on January 1, 2026, and New York’s Department of State has yet to announce the regulations for implementing the legislation.

California and Maryland are also considering enacting similar state-level CTA requirements. 

Be sure to check on the state-level CTA requirements in the locations where you do business and with an accounting professional who can assist you with filing your Beneficial Ownership Information reporting if necessary.

Bottom Line for Freelance Business Beneficial Ownership Reporting

The deadline to file your mandatory Beneficial Ownership Information reporting is coming quickly. Statistics from FinCEN show that few businesses have filed this critical information and are at risk of penalties from non-compliance once the new year comes. Don’t be one of the business owners facing these penalties!  Contact an accounting professional to get this filing done asap.