GRB Law Update
Business Filing Requirement Updates
Date: May 1, 2025
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About Brian
Along with his Business Law and Real Estate Law practice, Brian serves as the firm's Managing Partner.
About Brian
Corporate Transparency Act
Many of you have been following (or have at least heard of) the Corporate Transparency Act (the "Act"), which is a federal law enacted in 2021 primarily to combat money laundering. The Act requires certain business entities (i.e. a "Reporting Company") to file Beneficial Ownership Information ("BOI") with the Financial Crimes Enforcement Network ("FinCen") via the FinCen website. According to the Act, a "Beneficial Owner" is someone that has a "significant ownership stake" in the business which means that they: (i) have major influence on Reporting Company's decisions or operations, (ii) own at least 25% of the company's shares or (iii) have a similar level of control over the company's equity.
The original deadline for filing BOI was January 1, 2025 for businesses created prior to January 1, 2024, and within ninety (90) days if the business was created on or after January 1, 2024. Failure to comply with the reporting requirements could result in significant penalties.
As a result of numerous challenges to the Act, however, the deadline for filing BOI was repeatedly postponed. Finally, on March 21, 2025, FinCen issued an interim final rule that all entities created in the United States, including those previously known as "domestic reporting companies" — and their beneficial owners are now exempt from the requirement to report BOI to FinCen. Existing foreign companies that must report BOI have until April 25, 2025 to file.
Pennsylvania Annual Report
Unrelated to the Corporate Transparency Act, beginning in 2025 the Commonwealth of Pennsylvania is requiring that most business entities (domestic and foreign) file an "Annual Report." Among the business entities required to file the Annual Report are: corporations (both for-profit and nonprofit), limited liability companies, limited partnerships, professional associations, business trusts and registered foregoing associations.
The Annual Report must include: (1) business name; (2) jurisdiction of formation; (3) registered office address; (4) principal office address; (5) name of at least one director, member, partner, etc.; (6) names and titles of principal officers, if any; and (7) entity number issued by the Department of State.
The filing fee for the Annual Report is $7.00 per business entity.
The reporting deadlines are as follows:
Corporations (for-profit and nonprofit) — June 30
Limited Liability Companies — September 30
Limited Partnerships, Limited Liability Partnerships, Business Trusts, and Professional Associations — December 31
Filings may be made online through the Department of State website: https://file.dos.pa.gov/
Many of you have been following (or have at least heard of) the Corporate Transparency Act (the "Act"), which is a federal law enacted in 2021 primarily to combat money laundering. The Act requires certain business entities (i.e. a "Reporting Company") to file Beneficial Ownership Information ("BOI") with the Financial Crimes Enforcement Network ("FinCen") via the FinCen website. According to the Act, a "Beneficial Owner" is someone that has a "significant ownership stake" in the business which means that they: (i) have major influence on Reporting Company's decisions or operations, (ii) own at least 25% of the company's shares or (iii) have a similar level of control over the company's equity.
The original deadline for filing BOI was January 1, 2025 for businesses created prior to January 1, 2024, and within ninety (90) days if the business was created on or after January 1, 2024. Failure to comply with the reporting requirements could result in significant penalties.
As a result of numerous challenges to the Act, however, the deadline for filing BOI was repeatedly postponed. Finally, on March 21, 2025, FinCen issued an interim final rule that all entities created in the United States, including those previously known as "domestic reporting companies" — and their beneficial owners are now exempt from the requirement to report BOI to FinCen. Existing foreign companies that must report BOI have until April 25, 2025 to file.
Pennsylvania Annual Report
Unrelated to the Corporate Transparency Act, beginning in 2025 the Commonwealth of Pennsylvania is requiring that most business entities (domestic and foreign) file an "Annual Report." Among the business entities required to file the Annual Report are: corporations (both for-profit and nonprofit), limited liability companies, limited partnerships, professional associations, business trusts and registered foregoing associations.
The Annual Report must include: (1) business name; (2) jurisdiction of formation; (3) registered office address; (4) principal office address; (5) name of at least one director, member, partner, etc.; (6) names and titles of principal officers, if any; and (7) entity number issued by the Department of State.
The filing fee for the Annual Report is $7.00 per business entity.
The reporting deadlines are as follows:
Corporations (for-profit and nonprofit) — June 30
Limited Liability Companies — September 30
Limited Partnerships, Limited Liability Partnerships, Business Trusts, and Professional Associations — December 31
Filings may be made online through the Department of State website: https://file.dos.pa.gov/
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