On January 1, 2024, the Corporate Transparency Act (“CTA”) came into effect, changing our perception of a “corporation” as we know it. In particular, the CTA targets small businesses with no employees, and aims to “combat money laundering, tax fraud, and other illicit activities”. (Thomas Reuters). However, the CTA’s regulatory powers remain broad, requiring all reporting companies to submit a beneficial owner report. Id. A reporting company includes all entities “that are formed or registered to do business in the United States.” (BakerHostetler). The report will include the beneficial owner’s “name, date of birth, address, and unique identifier number from a recognized issuing jurisdiction and a photo of that document.” (Thomas Reuters). A beneficial owner is classified as one that either: (1) maintains significant control over the reported company, or (2) has a 25% equity ownership interest in the reporting company. Id. Under this criterion, over 27 million small businesses fall within the regulatory scope of the CTA. Id. This does not include the 23 types of entities that are exempt from the CTA because they are already regulated under different federal and state laws. (Nicholas McMichen, DeWitt; Sandra Feldman, Wolters Kluwer). This article analyzes the objectives of the CTA, specifically how it arose, along with the implications it has for the effected parties. 

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