Corporate Transparency Act -- It is not just for Corporations
John W Ranby Trustee PGM Cariboo Trust on
The following information will not apply to most investment
clubs, but there may be a few to which it does apply. If
your investment club is a partnership formed without a state
requirement to file the partnership agreement or other
applications with secretary of state, corporation
commission, or similar state agency, then the CTA does not
apply.
If your investment club operates as a legal entity in the
form of a corporation, limited liability corporation, or
otherwise created by the filing a document with the
secretary of state or similar office in your state, then the
entity is a "Domestic Reporting Company" per the terms of
the act.
If you are subject to the act, there are reporting
requirements pertaining to ownership that you need to learn
about and act upon.
I post this message because over the years I have read some
messages where the investment club was described as a
partnership that was created by filing papers with an agency
of the state of residence of the partnership or was a
limited liability corporation.
Cheers, Jack
The foregoing is not legal advice, and any questions should
be referred to an appropriate professional.
Margaret F. Wentworth on
We are a general partnership investment club in
Pennsylvania. We formed in 1998 and our treasurer who
established our EIN cannot remember doing anything in PA at
that time. I have spoken with the Secretary of State's
office. They conducted a search and could not find any
filing from us. I have noted all articles and conversations
I have had. I have chosen not to file the CTA documents.
I know Bivio is not offering legal advice.
My question is just a general survery of other clubs to find
out how many filed CTA out of fear of penalties. Or what
other reason did you have for filing or not filing.
Just wondering,
Peg Wentworth, treasurer, Women's Investment Network,
Lititz, PA
ira smilovitz on
In most states, general partnerships do not have to register with the Secretary of State (or similar office). Therefore, they are not required to file their BOI with FinCEN. However, there are a few states where they DO register with the Secretary of State and would be subject to filing. Except -- as of 12/26, filing requirements have been suspended until the 5th Circuit Court of Appeals decides on the legality of the CTA. There have been conflicting decisions in other Circuits, so it is likely this matter will eventually find its way to the Supreme Court.
We are a general partnership investment club in
Pennsylvania. We formed in 1998 and our treasurer who
established our EIN cannot remember doing anything in PA at
that time. I have spoken with the Secretary of State's
office. They conducted a search and could not find any
filing from us. I have noted all articles and conversations
I have had. I have chosen not to file the CTA documents.
I know Bivio is not offering legal advice.
My question is just a general survery of other clubs to find
out how many filed CTA out of fear of penalties. Or what
other reason did you have for filing or not filing.
Just wondering,
Peg Wentworth, treasurer, Women's Investment Network,
Lititz, PA
Michael Boyd on
Some data points for your survey Peg.
We're a RI based investment club operating as a LLC but accounted for as a partnership.
We filed our BOI online in December, reporting only the club officers with trading authority over our brokerage and cash accounts.
Per our assessment of the compliance guide (link here to PDF: https://www.fincen.gov/boi/small-business-resources) and feedback from CPAs in our club, we are a reported entity (Section 1.1 of the guide, because we're an LLC) and not exempt as a pooled investment vehicle (Section 1.2, Exemption type 18) because we did not meet any of the specific criteria listed.
It was a risk-reward decision - the BOI took less than 10 mins to complete with minimal downside.
As Ira noted, the latest decision stays the requirement and leaves reporting as voluntary. No new extended deadlines have been set. The latest info is at the 12/27 alert on the BOI website here: https://www.fincen.gov/boi. A good summary of the history and current timelines for the latest appeal is here: https://bgm360.com/news-insights/boi-filing-requirement-is-halted-again/. (the summary = arguments in the appeal are scheduled for March 25, 2025 - meaning a few more months before the next decision).
Michael Boyd
Salt Pond Investment Club
From: club_cafe@bivio.com <club_cafe@bivio.com> On Behalf Of ira smilovitz via bivio.com Sent: Tuesday, December 31, 2024 10:52 AM To: club_cafe@bivio.com Subject: Re: [club_cafe] Re: Corporate Transparency Act -- It is not just for Corporations
In most states, general partnerships do not have to register with the Secretary of State (or similar office). Therefore, they are not required to file their BOI with FinCEN. However, there are a few states where they DO register with the Secretary of State and would be subject to filing. Except -- as of 12/26, filing requirements have been suspended until the 5th Circuit Court of Appeals decides on the legality of the CTA. There have been conflicting decisions in other Circuits, so it is likely this matter will eventually find its way to the Supreme Court.
We are a general partnership investment club in Pennsylvania. We formed in 1998 and our treasurer who established our EIN cannot remember doing anything in PA at that time. I have spoken with the Secretary of State's office. They conducted a search and could not find any filing from us. I have noted all articles and conversations I have had. I have chosen not to file the CTA documents. I know Bivio is not offering legal advice. My question is just a general survery of other clubs to find out how many filed CTA out of fear of penalties. Or what other reason did you have for filing or not filing. Just wondering, Peg Wentworth, treasurer, Women's Investment Network, Lititz, PA
Peter Dunkelberger on
Is bivio doing anything to assist clubs in filing (or not filing) the BOI reports?
In most states, general partnerships do not have to register with the Secretary of State (or similar office). Therefore, they are not required to file their BOI with FinCEN. However, there are a few states where they DO register with the Secretary of State and would be subject to filing. Except -- as of 12/26, filing requirements have been suspended until the 5th Circuit Court of Appeals decides on the legality of the CTA. There have been conflicting decisions in other Circuits, so it is likely this matter will eventually find its way to the Supreme Court.
We are a general partnership investment club in
Pennsylvania. We formed in 1998 and our treasurer who
established our EIN cannot remember doing anything in PA at
that time. I have spoken with the Secretary of State's
office. They conducted a search and could not find any
filing from us. I have noted all articles and conversations
I have had. I have chosen not to file the CTA documents.
I know Bivio is not offering legal advice.
My question is just a general survery of other clubs to find
out how many filed CTA out of fear of penalties. Or what
other reason did you have for filing or not filing.
Just wondering,
Peg Wentworth, treasurer, Women's Investment Network,
Lititz, PA
ira smilovitz on
The determination whether it is necessary to file or not is a legal decision. bivio does not provide legal advice as doing so could be determined to be the unlicensed practice of law. Anyone interested in making their own determination should review the documents at fincen.gov/boi. If you have any questions, seek professional legal counsel.
In most states, general partnerships do not have to register with the Secretary of State (or similar office). Therefore, they are not required to file their BOI with FinCEN. However, there are a few states where they DO register with the Secretary of State and would be subject to filing. Except -- as of 12/26, filing requirements have been suspended until the 5th Circuit Court of Appeals decides on the legality of the CTA. There have been conflicting decisions in other Circuits, so it is likely this matter will eventually find its way to the Supreme Court.
We are a general partnership investment club in
Pennsylvania. We formed in 1998 and our treasurer who
established our EIN cannot remember doing anything in PA at
that time. I have spoken with the Secretary of State's
office. They conducted a search and could not find any
filing from us. I have noted all articles and conversations
I have had. I have chosen not to file the CTA documents.
I know Bivio is not offering legal advice.
My question is just a general survery of other clubs to find
out how many filed CTA out of fear of penalties. Or what
other reason did you have for filing or not filing.
Just wondering,
Peg Wentworth, treasurer, Women's Investment Network,
Lititz, PA
Laura Murray on
This is to request for any feedback from general partnership clubs in Virginia about The Transparency Act (TSA) and the Beneficial Enforcement Information (BOI). I realize this is not a BIVIO matter but is s legal matter for all clubs to make a determination.
Our club formed in 1998 and we did file a "Statement of partnership authority" then with the State Corporation Commission. We have never updated that statement. Nevertheless, it seems that we may be required to file the BOI with FinCEN (Financial Crimes Enforcement Network). Right now the requirement is in suspension due to court appeals. We are just waiting for the courts to decide before we file.
What are other clubs doing? Have you determined whether or not you are a reporting entity? Any insights would be welcome. Thank you!
The determination whether it is necessary to file or not is a legal decision. bivio does not provide legal advice as doing so could be determined to be the unlicensed practice of law. Anyone interested in making their own determination should review the documents at fincen.gov/boi. If you have any questions, seek professional legal counsel.
In most states, general partnerships do not have to register with the Secretary of State (or similar office). Therefore, they are not required to file their BOI with FinCEN. However, there are a few states where they DO register with the Secretary of State and would be subject to filing. Except -- as of 12/26, filing requirements have been suspended until the 5th Circuit Court of Appeals decides on the legality of the CTA. There have been conflicting decisions in other Circuits, so it is likely this matter will eventually find its way to the Supreme Court.
We are a general partnership investment club in
Pennsylvania. We formed in 1998 and our treasurer who
established our EIN cannot remember doing anything in PA at
that time. I have spoken with the Secretary of State's
office. They conducted a search and could not find any
filing from us. I have noted all articles and conversations
I have had. I have chosen not to file the CTA documents.
I know Bivio is not offering legal advice.
My question is just a general survery of other clubs to find
out how many filed CTA out of fear of penalties. Or what
other reason did you have for filing or not filing.
Just wondering,
Peg Wentworth, treasurer, Women's Investment Network,
Lititz, PA