Abstract
The details and requirements of business entity formation have traditionally been the sole province of state law. Most states, like Massachusetts, maintain corporate annual report filing requirements that involve the public disclosure of corporate officers and directors, and some impose similar requirements for LLCs or other business entities. Those requirements focus on active managers of the entities, not information about the beneficial ownership of entities formed under their laws. However, the recently enacted federal Corporate Transparency Act (CTA) will fundamentally change entity disclosure.
By January 1, 2022, the Treasury Department will be promulgating regulations that will require every state filing creating a new business entity to be accompanied by a simultaneous transmission into a new federal database of the full name, street address, and an identification number of certain beneficial owners and of the "applicant" who forms the entity, who may be the attorney who handles the filing. Existing entities will have longer to comply, but will eventually be subject to similar disclosure.
Document Type
Article
Publication Date
Fall 2021
Publication Information
65 Boston Bar Journal 26-32 (2021)
Repository Citation
Wheaton, James J. and Reynozo, Gustavo De la Cruz, "We Have to Tell Them What?: The New Corporate Transparency Act and Forming Business Entities in Massachusetts" (2021). Faculty Publications. 2140.
https://scholarship.law.wm.edu/facpubs/2140