Dear Friends and Clients, 

We are reaching out to inform you about a significant change in federal law impacting certain private or small businesses in the United States. The Corporate Transparency Act (“CTA”) requires certain private companies that meet specific requirements to file beneficial ownership reports with the Department of the Treasury’s Financial Crimes Enforcement Network (“FinCen”). Such reports are to be filed through a federal government online reporting system portal called the Beneficial Ownership Secure System. Shields Legal will not be filing these reports, as this is the reporting company’s responsibility. Shields Legal will help you determine whether your company is legally required to file such reports.

 Who Needs to Report: 

• Domestic reporting companies: Corporations, limited liability companies (LLCs), and other entities created by filing a document with a secretary of state or similar office. 
• Foreign reporting companies: Entities formed under foreign laws that have registered to do business in the U.S. by filing a document with a secretary of state or similar office. 
• Certain entities are exempt including but not limited to: publicly traded companies, many nonprofits, and specific large operating companies). To see if your business is one of the 23 exempt entities, please refer to this link (https://www.fincen.gov/boi-faqs) 

 Reporting Deadlines: 

• Companies created or registered before January 1, 2024: Must file their initial BOI report by January 1, 2025. 
• Companies created or registered between January 1, 2024, and December 31, 2024: Have 90 days from the date of creation or registration to file their first BOI report. 
• Companies created or registered on or after January 1, 2025: Must file within 30 days of creation or registration. 

 Reporting Process: 

• Reports must be filed electronically through FINCEN’s BOI E-Filing website (https://boiefiling.fincen.gov). 
• No fee is required for filing the BOI report. 

 Failure to Comply: 

• Failure to comply with these reporting requirements can result in both civil and criminal penalties. 
• If you are found to be willfully in violation of the BOI reporting requirements, then you may be subject to civil penalties up to $500 for each day that you are in violation. 
• As for criminal penalties, a person found to be in willful violation of the BOI requirements may be subject to up to two years imprisonment and a fine of up to $10,000. 

How Shields Legal can help: 

We know that these new regulations can be burdensome. Our team of experienced attorneys are available to help you in evaluating your obligations. We can provide the following services: 

• Analyzing corporate documents, tax returns, and any other documentation to assist in determining if it is a Reporting Company (as defined by the CTA); 
• Assisting in determining who are the Beneficial Owners of the subject entity; 
• Advising on what documentation and information is needed to file its beneficial ownership information with FINCEN; and 
• Advising on how to complete and file its beneficial ownership information with FINCEN directly or through a third party service provider. 

We cannot provide any of the following services: 

• Submitting, filing, or conducting work that results in Firm being a “company applicant” under the CTA; 
• Directly filing, creating, or registering a company required to report beneficial ownership information to FINCEN under the CTA; 
• Assuming responsibilities for directing or controlling any filings that result in the creation or registration of an entity on behalf of the Client; 
• Collecting required beneficial ownership information or filing a beneficial ownership information report with FINCEN; 
• Preparing, submitting, or filing any information, including but not limited to beneficial ownership information, on behalf of Client to FINCEN as required under the CTA; and 
• Collecting, preparing, submitting, or filing any required updates, amendments, or changes to FINCEN as required by the CTA.

Please contact us if you have any questions or concerns about the CTA and your compliance requirements. 

Sincerely yours, 

SHIELDS LEGAL GROUP, P.C. 

LEGAL DISCLAIMER: Shields Legal Group disclaims all responsibility for your compliance with the CTA and all liability for damages (including special, incidental, consequential, including loss of profits) arising from or related to any failure to comply with the CTA.