Corporate Transparency Act Creates New Federal Reporting Requirement for Many Businesses

In an effort by Congress to aid law enforcement in its efforts against money laundering, financing of terrorism, tax fraud, financial fraud, and other crimes, many small businesses will now be required to report the identity of their beneficial owners to the federal government.  As part of the National Defense Authorization Act, Congress recently passed the Corporate Transparency Act.  The new law requires that “reporting companies” file a report with the Financial Crimes Enforcement Network (FinCEN), a bureau of the Treasury Department, that includes identifying information about each “beneficial owner” of the entity as well as each “applicant” with respect to the entity.

The law requires that the Treasury Department issue regulations implementing the new law by no later than December 31, 2021.  Reporting companies in existence on the effective date of the regulations must submit the required report within two years after the effective date of regulations.[1]  Reporting companies formed after the effective date of the regulations will be required to submit the report at the time of formation.[2]

The law initially defines a “reporting company” as any corporation, limited liability company, or other similar entity created by the filing of a document with a secretary of state or a similar office under the law of a state or Indian Tribe as well as any such foreign entity that is registered to do business in the United States by the filing of a document with a secretary of state or a similar office under the laws of a State or Indian Tribe.[3]  The law, however then excludes a number of entities from the reporting company definition, including larger businesses.[4]  In particular, an entity is not a “reporting company” and thus is not required by the new law to file a report with FinCEN if it meets all of the following criteria: (a) it employs more than 20 persons on a full time basis in the United States; (b) it had more than $5,000,000 in gross receipts in the previous year; and (c) has an operating presence at a physical office in the United States.  A host of other entities are also excluded from the new law’s filing requirement, including companies whose securities are listed on a securities exchange, 501(c) organizations, banks, insurance companies, broker/dealers, investment advisors, public accounting firms registered under section 102 of the Sarbannes-Oxley Act, and defunct entities that meet certain criteria.  The law also contains a provision specifically allowing the Secretary of the Treasury, by regulation, to exempt entities or classes of entities if requiring such entities to file the required report would not serve the public interest and would not be highly useful in national security, intelligence, and law enforcement agency efforts to detect, prevent, or prosecute various crimes.[5]

Businesses that are required to comply with the Corporate Transparency Act’s filing requirement will need to report certain information about each of its “beneficial owners” as well as its “applicant.”  An “applicant” is any individual who files an application to form the entity or registers or files an application to register a foreign entity to do business in the United States.[6]  A “beneficial owner” is defined as an individual who directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise either:  (a) exercises substantial control over the entity; or (b) owns or controls not less than 25% of the ownership of the entity.[7]  There are a few exceptions to the definition.  Most significantly, it does not include an individual acting solely as an employee and whose control over or economic benefits are derived solely from the employment status of such person.  It also does not include a minor child, an individual acting as a nominee, intermediary, custodian, or agent on behalf of another person, an individual whose only interest is through a right of inheritance, or a creditor of the entity unless the creditor meets the criteria of the initial definition.[8]

The report required of a reporting company will need to identify each beneficial owner of the reporting company and each applicant with respect to the reporting company by: (a) full legal name, (b) date of birth, (c) current residential or business street address, and (d) either a unique identifying number from an acceptable identification document or a unique identifying number assigned by FinCEN.[9]

In the event of a change in any of the reported information, the reporting company must, in a timely manner, and not more than a year after the change, submit a report that updates the information relating to the change in beneficial ownership.[10]  The law explicitly provides, however that the regulations can reduce this time period to less than one year.

FinCEN is required to maintain the information as confidential in a secure, non-public, database and make it available only to (a) federal agencies in order to facilitate national security, intelligence, and law enforcement activities, or (b) state, local, or Tribal law enforcement agencies, if a court of competent jurisdiction has authorized the law enforcement agency to seek the information in a criminal or civil investigation.  FinCEN may also make the information available to financial institutions, with the consent of the reporting company, to confirm beneficial ownership information provided to the financial institution.[11]  A person that fails to comply with the reporting requirements may be subject to civil as well as criminal penalties, including imprisonment.[12]

We expect that the regulations will provide further guidance regarding some of the details of the law, including what constitutes “substantial control” for purposes of determining a beneficial owner and additional detail on the definition of an “applicant.”  In the meantime, businesses that will need to report to FinCEN should make plans to acquire the information about its beneficial owners and applicant necessary to comply with the law, and consider adding provisions to its governing documents requiring that the information necessary for compliance be provided to the company.

Article written by J. Michael Wood, Esq.

[1] 31 U.S.C. § 5336(b)(1)(B).

[2] 31 U.S.C. § 5336(b)(1)(C).

[3] 31 U.S.C. § 5336(a)(11)(A).

[4] 31 U.S.C. § 5336(a)(11)(B).

[5] 31 U.S.C. § 5336(a)(11)(B)(xxiv).

[6] 31 U.S.C. § 5336(a)(2).

[7] 31 U.S.C. § 5336(a)(3)(A).

[8] 31 U.S.C. § 5336(a)(3)(B).

[9] 31 U.S.C. § 5336(b)(2).

[10] 31 U.S.C. § 5336(a)(3)(C).

[11] 31 U.S.C. § 5336(c).

[12] 31 U.S.C. § 5336(h).

Jaime Michelle Cain recognized by The Daily Record as a 2020 Attorney of the Year, “Leader in Law!”



News Release
(September 16, 2020)

CONTACT:    Jessica Sims

The Daily Record Announces 2020 Attorneys of the Year
Rochester, N.Y., (September 16, 2020) — The Daily Record selected Jaime Cain, Partner, Boylan Code LLP to receive a 2020 Attorney of the Year Award in the Leader in Law category.

The Daily Record’s Attorneys of the Year Awards are presented to attorneys and judges who demonstrate professional accomplishment, exceptional character, integrity and ethics, and commitment to their clients and the community. Awards are presented in several categories: Leaders in Law, Judicial Excellence and Lifetime Achievement. The winners were selected by The Daily Record’s editors.

The Leaders in Law Award honors attorneys who have shown dedication to the legal profession and selfless, tireless commitment to the community.

The Judicial Excellence Award honors outstanding judges who exemplify the highest standards of judicial excellence; efficiently, expeditiously and objectively manages cases and dockets; and are respected by, and have the confidence of, other judges, court staff, lawyers and others.

The Lifetime Achievement Award recognizes lawyers whose careers have helped shape the legal landscape in the Rochester area and who have shown longstanding commitment to the community.

“The 2020 Attorneys of the Year pursue justice through effective representation, civic duty, mentoring and generosity. They exemplify high legal standards in addition to devoting their time and talent to the communities in which they live and work,” said Suzanne Fischer-Huettner, group publisher of The Daily Record. “The Attorneys of the Year use their savvy and knowledge to pursue the greater good. The Daily Record congratulates this year’s honorees.”

The winners will be honored Nov. 11 at a virtual celebration starting at 6 p.m. at Each of the winners will be celebrated for their achievements through video storytelling. Guests will have the opportunity to participate in the program with their congratulations and cheers using social media platforms from their homes or offices. For tickets, visit The event hashtag is #TDRevents.

Winners will be profiled in a special magazine that will be inserted into the Nov. 12 issue of The Daily Record and available online at For more information about sponsorships and tickets for The Daily Record’s 2020 Attorneys of the Year Awards, visit or call 585-363-7271.

About The Daily Record
The Daily Record has been providing essential legal news and information to Western New York for 112 years. With insightful articles and columns keeping the community apprised of the latest industry trends; local, state and federal decisions; judgments, foreclosures and public notice information; plus comprehensive listings of up-to-date business transactions for Monroe County, The Daily Record is your source for all things law, real estate and finance. The Daily Reco

rd is part of BridgeTower Media, one of the country’s leading business-to-business media companies with 44 print and digital publications in more than 20 U.S. markets.

2020 Attorneys of the Year Honorees

Leaders in Law Award
Matthew Belanger, Faraci Lange, LLP
Jaime Cain, Boylan Code LLP
Rachel Clark, Monroe County District Attorney’s Office and New York Air National Guard
Elizabeth Cordello, Law Offices of Pullano & Farrow PLLC
Christin Murphy Cornetta, Law Clerk to Hon. Marian Payson, U.S. Magistrate Judge
Lori M. O’Brien, Legal Assistance of Western New York
Mary F. Ognibene, McConville, Considine, Cooman & Morin, P.C.
Michael F. Perley, Hurwitz & Fine, P.C.
David Shaffer, Woods Oviatt Gilman, LLP
Sara E. Visingard, Harris Beach PLLC
Craig S. Wittlin, Harter Secrest & Emery LLP

Judicial Excellence Award
Hon. Debra A. Martin, New York State Unified Court System

Lifetime Achievement Award
Margaret A. Burt, Private Law Practice
Robert W. Kessler, Esq., Woods Oviatt Gilman LLP
Alan J. Knauf, Knauf Shaw LLP
Connie O. Walker, Retired, United States District Court, Western District of New York



It is the week for recognition, and we don’t mind! ???? ???? ????

On the heels of our Best Lawyers® 2021 announcement, come the firm’s 2020 Super Lawyers® and Rising Star attorneys!  Please help me in congratulating all seven attorneys who have been recognized this year:


1) Mike Buckley (2007-2020) — Super Lawyer – Estate Planning & Probate
2) Jaime Michelle Cain (2013-2015, 2020) — Super Lawyer – Real Estate
3) Mark Costello (2019-2020) — Super Lawyer – Banking
4) Warren Heilbronner (2007-2020) — Super Lawyer – Estate Planning & Probate
5) Bruce Lawrence (2008-2020) — Super Lawyer – Bankruptcy
6) Devin Palmer (2013-2020) — Super Lawyer – Creditor Debtor Rights


1) Jennifer Aronson-Jovcevski (2016-2020) — Rising Star – Real Estate

About Super Lawyers®:

Super Lawyers® is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. The patented selection process includes independent research, peer nominations and peer evaluations.

13 Best Lawyers in America 2021, Two Lawyers of the Year, One Lawyer on the Inaugural Ones to Watch list

Thirteen Lawyers from Boylan Code LLP were recognized in The Best Lawyers in America© 2021.
Two touted as Lawyer of the Year® in their respective practice areas.

We are pleased to announce that 13 of our lawyers have been recognized as 2021’s Best Lawyers in America. Two of the attorneys on this list are also being recognized as Lawyer of the Year in their respective practice areas, and we have a first-time recognition on the Ones to Watch list by Best Lawyers. Year after year, our attorneys are recognized by Best Lawyers as being some of the best in law, but this year surpassed even our own expectations with the highest number of recognitions ever received. We are so proud of our team!

Devin L. Palmer was named the Best Lawyers®2021 Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law “Lawyer of the Year” in Rochester, New York.
Richard D. Rosenbloom was named the Best Lawyers®2021 Arbitration Law “Lawyer of the Year” in Rochester, New York.

(Year) First year the lawyer was listed in the published practice area.
(*) Lawyers who are listed for the first time in Best Lawyers.
[#] Anniversary plaque for which lawyer is eligible (5, 10, 15, 20, 25, or 30 years)

Jack M. Battaglia (2012) [10]
Litigation and Controversy – Tax
Tax Law

Michael F. Buckley (1989) [30]
Trusts and Estates

Ralph J. Code III (2010) [10]
Trusts and Estates

Mark A. Costello (2017) [5]
Entertainment Law – Music

Alan R. Feldstein (2011) [10]
Real Estate Law

Warren H. Heilbronner (1993) [25]
Trusts and Estates

David K. Hou (*)
Municipal Law

Bruce Lawrence (1989) [30}
Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law
Litigation – Bankruptcy

Alan S. Lockwood (2016) [5]
Mergers and Acquisitions Law

Devin L. Palmer (2019)
Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law

Richard D. Rosenbloom (2011) [15]

Michael Wood (2016) [5]
Litigation – Insurance

Donald A. Young (*)
Municipal Law

Diane K. Donnelly (2021) was included in the inaugural edition of the Best Lawyers: Ones to Watch for her work in Trusts and Estates law.

About Best Lawyers in America
Best Lawyers is considered the most credible measure of legal integrity and distinction in the United States. Inclusion is based on a rigorous peer-review survey comprising more than 7.3 million confidential evaluations by top attorneys.



The Governor’s office just passed Executive Order 202.14: Continuing Temporary Suspension and Modification of Laws Relating to the Disaster Emergency, which, among other things, has amended the laws in NY to permit the virtual witnessing of certain documents using audio-video technology.

Similar to the authorization granted in Executive Order 202.7 regarding the virtual notarizing of documents, the recent Executive Order now allows us to execute important documents, including, Wills, Trusts, Powers of Attorney and Health Care Proxies using video conferencing technology.

For clients who don’t have audio-video capabilities or are unsure of how to use or access them on their electronic devices, please call us at 585-232-5300 and our attorneys will help you any way they can.  If audio-video is not possible, we have developed other creative ways to execute and witness important documents that adhere to NYS laws and the recent social distancing and quarantine recommendations.

Please do not feel like you must wait to seek advice if you have questions, concerns, or think that we may be able to help.  For existing clients, you should also not feel like your matter is on hold indefinitely, as the Courts are slowly working towards virtual appearances and reopening their dockets for “non-essential” matters.

Give us a call, send us an email…we are here to help you!


Get Our Newsletter!