The purpose of the CTA is to provide law enforcement with a data base of the beneficial owners of corporations, LLCs, limited partnerships, limited liability partnerships, limited liability organizations and other entities that are created by the filing of a document under the laws of a state or Indian tribe or are formed under foreign law and registered to do business in the United States by the filing of a document with a secretary of state or similar office under state law or the laws of an Indian tribe. Companies formed under state law or tribal law are referred to as “Reporting Companies.” In Nebraska, all corporations, professional corporations, LLCs, limited partnerships, limited liability partnerships and limited liability organizations are Reporting Companies. Note that Nebraska law does not recognize a trust as an entity, all assets are held by the trustee of the trust, so trustees do not need to register. Also, general partnerships are not required to file with the secretary of state’s office in Nebraska in order to operate as a general partnership, so general partnerships are not reporting companies.
The regulations further split the reporting companies into “domestic reporting companies” which are reporting companies created under state or tribal law and “foreign reporting companies” which are companies created under foreign law that are required to be registered in a state or with an Indian tribe. I will cover what information has to be reported in a subsequent blog.
When are the initial filings due? The initial filing is due no later than one year from the date of the adoption of the final regulations. The regulations are expected to be adopted sometime this spring or summer, which makes the initial reports due sometime during the spring or summer of 2023.