WHAT BUSINESS OWNERS SHOULD KNOW ABOUT THE CORPORATE TRANSPARENCY ACT

By: Scott M. Ceurvels, Esq.




ATTENTION ALL BUSINESS OWNERS

 New Federal Information Reporting Requirements to be Imposed on Privately-Held Companies and Their Owners by the U.S. Department of Treasury


Effective January 1, 2024, corporations, limited liability companies and similar entities (which are not publicly-traded companies) must file detailed information concerning the entity and its owners with the U.S. Department of Treasury. Significant penalties will be imposed on entities and owners for noncompliance with this new reporting requirement.


These obligations arise from the National Defense Authorization Act for Fiscal Year 2021, in which Congress enacted the Corporate Transparency Act (“CTA”) as a component of the Anti-Money Laundering Act of 2020. This article provides a summary of the CTA, the reporting requirements it creates and the penalties that could be imposed in the event of noncompliance.


Purpose. The CTA is intended serve a variety of purposes, from improving national security and anti-money laundering standards to gathering information about entities within the United States with “hidden owners” and setting a clear and universal standard for incorporation practices.


Reporting Obligation. The primary mechanism by which the CTA seeks to achieve these purposes is the establishment of a national registry of beneficial owners of certain entities, referred to as “reporting companies”, which will be required to file with the Financial Crimes Enforcement Network (FinCEN), a bureau within the U.S. Department of Treasury, reports identifying the company’s beneficial owners and information about company applicants. The contents of these reports will be discussed in more detail below.


Reporting Companies. The CTA defines a “reporting company” as any corporation, limited liability company, or other similar entity that is created by filing a document with the Secretary of State or similar office in any state, territory, federally recognized Indian Tribe, or under the laws of a foreign country and registered to do business in the United States.


Beneficial Owners. The CTA defines a “beneficial owner” as an individual who, directly or indirectly:


  • Exercises substantial control over the entity; or
  • Owns or controls not less than 25 percent equity in the entity.


The CTA also excludes certain individuals from the definition of beneficial ownership, including:


  • a minor child (as long as the child’s parent’s or guardian’s information is reported);
  • a person acting as an agent on behalf of another;
  • a person whose control over the company derives from employment, not ownership;
  • a person whose only interest in the company is through a right of inheritance; or
  • a creditor of the company (unless they qualify as a “beneficial owner”)


Company Applicants. The “company applicant” is either:


  • The person who directly files the document that creates the entity for domestic reporting companies, or the document that first registers the entity to do business in the U.S. if the entity is a foreign reporting company; or
  • The person who is primarily responsible for directing or controlling the filing of the relevant document, described above, by another person.


Reporting Requirements. In each report to FinCEN, a reporting company is required to provide the following information for each beneficial owner of the entity:


  • Beneficial owner’s full legal name;
  • Date of birth;
  • Current residential address; and
  • A unique identifying number from an acceptable identification document (driver’s license, passport, etc.).


Company applicants will also be required to provide this information, but may provide a business street address rather than a residential address. However, company applicants will only be required to provide this information for entities formed on or after January 1, 2024.


Additionally, certain “company information” is required in the report, including the reporting companies’:


  • Full legal name;
  • Any trade name;
  • Current address of the principal place of business;
  • Jurisdiction of formation; and
  • Internal Revenue Taxpayer Identification Number (TIN) (including an Employer Identification Number) of the reporting company.


Exceptions. The CTA contains a number of exceptions for entities exempt from reporting, including certain regulated industries which already require similar beneficial ownership information reporting, publicly traded companies, certain investment companies, nonprofits and government entities.


There is also a significant exception that applies to “large operating companies” which meet the following conditions and are therefore exempt from the reporting requirement:


  • Employs more than 20 employees;
  • Filed in the previous tax year a tax return demonstrating more than $5 million in gross receipts or sales; and
  • Has an operating presence at a physical office within the United States.


Effective Date. The date that initial reports to FinCEN are due depends on whether the reporting company is an existing entity or a newly formed one. The final rule implementing the CTA will go into effect on January 1, 2024. Reporting companies in existence prior to this date will have one year, until January 1, 2025, to file their initial reports with FinCEN. Reporting Companies created or registered to do business between January 1, 2024 and December 31, 2024 must file an initial report within 90 days of creation/registration. Reporting Companies created or registered to do business on or after January 1, 2025 must file within 30 days of creation/registration.


Following the filing of a Reporting Company’s initial report, any changes to the information included in previous filings – except for changes with respect to the company applicant(s) – must be reported within 30 days of such change.


Penalties. Providing false information or failing to report complete information to FinCEN can result in fines of $500 per day up to a maximum civil penalty of $10,000 and imprisonment for up to two years. The CTA does contain a safe harbor from liability for the submission of inaccurate information if the person who submitted the report voluntarily corrects the report within 90 days.


For further information regarding your particular circumstances, or if you need assistance with compliance, reach out to your accountant or contact us at (315) 471-8111.


This article is intended to be for informational and discussion purposes only and is not to be construed as legal advice or as a legal opinion on which certain actions should or should not be taken.

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Costello, Cooney & Fearon and Scolaro Fetter Grizanti & McGough Unite to Form Costello Cooney Fearon & Fetter

By proadAccountId-1002189 • October 14, 2025
SYRACUSE, NY (October 8, 2025) – Two leading law firms in Central New York, Costello, Cooney & Fearon and Scolaro Fetter Grizanti & McGough, are pleased to announce their combination, effective Jan. 1, 2026. Costello Cooney Fearon & Fetter will build upon a combined 175 years of legal tradition in Syracuse while establishing a stronger foundation to serve clients across the region and beyond. This combination represents more than the joining of two firms; it marks the uniting of two longstanding legal legacies deeply rooted in the Central New York Community. From advising local businesses and municipalities to guiding families through generations of change, both firms share a common history of helping the region grow and thrive. “Bringing our firms together unites the collective strength of two highly successful practices with a shared vision for delivering the highest quality client service. This combination will allow us to offer a broader range of legal services to meet the evolving needs of our present and future clients.” – Jeffrey M. Fetter, Chief Executive Officer of Scolaro Fetter Grizanti & McGough With over 45 attorneys practicing throughout New York State, the firm will offer expanded strength in litigation, business and tax law, mergers and acquisitions, estate and trust planning and administration, municipal and education law, real estate, family law, healthcare, agricultural law, and more. “This is an important and exciting moment for both of our firms. Combining with Scolaro Fetter Grizanti & McGough strengthens the services we can provide to our clients and creates new opportunities for our attorneys and staff. Having been with Costello, Cooney & Fearon for more than 35 years, I see this as one of the most meaningful steps we’ve taken to ensure the continuity of the quality and depth of our practice and a vibrant future for decades to come. We have long respected the work of Scolaro Fetter Grizanti & McGough, and now we look forward to growing together as one firm.” – John R. Langey, Chief Executive Officer of Costello, Cooney & Fearon A Shared Legacy, A Stronger Future Costello, Cooney & Fearon has been part of the Syracuse legal landscape since 1896, known for its innovative, collaborative approach and broad range of practice areas. Founded in 1979, Scolaro Fetter Grizanti & McGough has built a respected reputation, spanning several states, for its sophisticated work in business, tax, and estate planning. Together as Costello Cooney Fearon & Fetter, the firm will continue to serve as a proud partner in the Central New York Community, offering the full-service capabilities of a large firm while maintaining the personalized attention and client relationships that have long defined both organizations. Clients can expect a seamless transition, continuing to work with the attorneys they know and trust – now backed by a deeper bench of talent and experience. Additional details about the firm’s combined operations will be shared in the coming weeks. About Costello Cooney Fearon & Fetter Costello Cooney Fearon & Fetter will be a full-service law firm with offices in Syracuse, Albany, and Cazenovia, N.Y. and Stuart, Fla. With deep roots in Central New York and serving clients throughout several states, the firm will provide forward thinking legal counsel to businesses, municipalities, educational institutions, and individuals, while remaining committed to the communities it has proudly served for generations.

CLIENT ALERT: Protect Your Property from Deed Fraud in Florida

August 21, 2025
Stewart M. McGough, Esq. Deed fraud is increasing rapidly in Florida. Criminals have been forging property deeds to unlawfully transfer ownership and sell properties without the real owner's knowledge. Any property owner may be affected, including homeowners, and the legal costs to reverse this type of fraud can be substantial. To help combat this risk, Florida law now requires each county Clerk of Court to provide a Property Alert Service . This free service notifies you when a document such as a deed is filed under your name or your property's legal description. Steps You Should Take Register for Property Alerts Visit the official Florida Court Clerks website: https://www.flclerks.com/page/PropertyAlertServices Choose Your County (or Counties) Click the link for each county where you own property. Complete the online registration with your name and property information. Watch for Notifications If someone files a deed involving your property, you will receive an alert by email, text, or phone depending on the county. If the filing is legitimate, no action is needed. If it appears fraudulent, contact the Clerk immediately and consult an attorney to prevent the deed from being recorded. Why This Matters Deed fraud can occur silently and without warning. Registering for alerts gives you immediate notice so you can respond before the fraud is finalized and your property is illegally transferred.  Please take a few minutes to register today. This simple step can protect your property and avoid major legal complications.