As I wrote in my previous column in this newspaper, under the Corporate Transparency Act (the “CTA”), New Hampshire companies formed on or after January 1, 2024 must file with the U.S. Treasury Department detailed reports about, among other things, their “beneficial owners” within 30 days after the date of their formation, while entities formed before that date must file these reports by January 1, 2025. The CTA refers to all of these companies as “reporting companies.” Virtually all New Hampshire companies are reporting companies — a total of roughly 100,000 companies. If any New Hampshire reporting company fails to make a timely filing of its CTA report or makes any mistakes in its report, it and its owners and managers may be subject to serious federal civil and criminal penalties.

Thus, if you are a New Hampshire lawyer representing one or more privately owned New Hampshire companies that are reporting companies, you must ensure that these companies file their CTA reports in accordance with the applicable CTA requirements. However, in order to do so, you must first devote substantial time to identifying and understanding all of the numerous and complex provisions of the CTA itself and in the more than 100 pages of CTA regulations potentially governing the duties of reporting companies. In the following paragraphs I’ll set forth basic guidelines for handling these tasks.

Section 6402

First, you must become familiar with the eight numbered provisions of Section 6402, entitled “Sense of Congress,” since this familiarity may be indispensable in interpreting ambiguous CTA provisions potentially relevant to your clients.

6 levels of the provisions under Section 5336

Second, you must become familiar with the complex formatting of the above provisions — namely, their organization and internal referencing in six successively indented levels after Section 5336, the U.S. Code section in which all of these provisions are contained. The six levels after Section 5336 are generally referred to as subsections, paragraphs, subparagraphs, parts and subparts.

10 main groups of provisions in Section 5336

Thirdly, in order to locate specific provisions of the CTA potentially relevant to your clients, you must be aware that the statutory structure of Section 5336 consists of nine subsections, each of which is designated with a lower-case letter of the alphabet; and a final section entitled “Reporting Requirements for Federal Contractors.” These subsections, the above final section and the page numbers of the pages of the CTA on which each of them begins are as follows:

Section 5336(a) Definitions (page 2)

Section 5336(b) Beneficial Ownership Information Reporting (page 7)

Section 5336(c) Retention and Disclosure of Beneficial Ownership Information by FinCen (page 10)

Section 5336(d) Agency Coordination (page 15)

Section 5336(e) Notification of Federal Obligations (page 15)

Section 5336(f) No Bearer Share Organizations or Limited Liability Companies (page 16)

Section 5336(g) Regulations (page 16)

Section 5336(h) Penalties (page 16)

Section 5336(i) Continuous review of exempt entities Section 5336(a) (page 18)

Section 5336(c) Reporting Requirements for Federal Contractors (page 19)

Thus, the CTA contains, quite confusingly, an earlier and a later Section 5336(c).

Key sets of CTA provisions

Finally, you must identify all of roughly dozen sets of CTA provisions that are likely to be of special significance to reporting companies: and, to put it bluntly, you must memorize these provisions. The relevant sets of sections include, for example, those in Section 5336(a) that set forth the definitions of the 14 key CTA terms of art. They also include, in Section 5336 (b), the set of provisions that identify the information that reporting companies must provide to the Treasury concerning their “beneficial owners” and their “company applicants.”

If, while you’re engaging in your study of the CTA, you’d like to call me for clarification or elaboration of any of the above paragraphs, I’ll welcome your call. My telephone number is (603) 856-7172 and my email address is lawjmc@comcast.net. The link to my website is www.llc199A.com.

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