What Is the Corporate Transparency Act (CTA)?
Plain-language definition. Grounded in 31 U.S.C. §5336 and the federal regime matrix foreign-reporting-company-boi-rules (FinCEN IFR 90 FR 13688, March 26, 2025). Not legal advice.
Short answer
The Corporate Transparency Act is the federal statute — codified at 31 U.S.C. §5336 — that created beneficial ownership information reporting: covered "reporting companies" must identify the individuals who ultimately own or control them to FinCEN, the Treasury Department's Financial Crimes Enforcement Network. The statute defines who counts as a beneficial owner, what must be reported, and who may see it.
What the statute requires
A reporting company identifies each beneficial owner — an individual who directly or indirectly exercises substantial control, or owns or controls not less than 25 percent of ownership interests, per §5336(a)(3) — by full legal name, date of birth, current street address, and a unique identifying number from an acceptable identification document or a FinCEN identifier, per §5336(b). What that information is and how the definitions work is covered in What Is Beneficial Ownership Information?
The confidentiality regime
Reported BOI "shall be confidential and may not be disclosed" except as the statute authorizes — §5336(c) permits access for federal national-security, intelligence, and law-enforcement activity; state and local law enforcement with court authorization; foreign law enforcement through treaty channels; financial institutions with the reporting company's consent; and federal functional regulators. It is a confidential federal database, not a public registry.
Where the rules stand now
FinCEN's Interim Final Rule of March 26, 2025 (90 FR 13688) revised the reporting requirement: US-formed LLCs and corporations are exempt; foreign-formed reporting companies remain subject regardless of when they were created. The per-entity-class posture is maintained in the federal regime matrix. In CTA terminology, "foreign" means formed under the laws of a foreign country — not the state-law sense of an out-of-state LLC.
What the CTA is not
It is not a state filing requirement and does not change what a state Secretary of State publishes about members or organizers. It is also not the New York LLC Transparency Act, a separate state statute that per the official NY DOS FAQ reaches only LLCs formed in foreign countries.
Not legal advice
The IFR is an interim rule and a final rule may differ. Application to a specific entity depends on its formation jurisdiction and structure — consult counsel.
See also: What Is Beneficial Ownership Information? · Foreign Reporting Company BOI Rules (matrix) · Who Still Knows the Beneficial Owner of an LLC?
Frequently asked questions
Does the CTA still apply to US-formed LLCs?
Not under the current rule posture. FinCEN's March 26, 2025 Interim Final Rule (90 FR 13688) exempts US-formed LLCs and corporations from BOI reporting; foreign-formed reporting companies remain subject. The IFR is interim — a final rule may differ.
Where is the CTA codified?
The beneficial-ownership reporting provisions are codified at 31 U.S.C. §5336, which defines beneficial owner, sets the reporting content, and establishes the confidentiality regime.
Is CTA data public?
No. §5336(c) makes reported BOI confidential, disclosable only to authorized categories of recipients such as law-enforcement agencies, financial institutions with consent, and federal functional regulators.
Is the NY LLC Transparency Act part of the CTA?
No. It is a separate state statute. Per the official NY DOS FAQ it applies to LLCs formed in foreign countries; US out-of-state LLCs are exempt. State BOI analogs are tracked separately from the federal matrix.
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