The Corporate Transparency Act and Its Implications for Creatives #117

We are excited to have Dani Durban, counsel at Capes Sokol, return for another insightful episode of The Screen Lawyer Podcast!

In this episode, Pete Salsich and Dani dive into a comprehensive analysis of The Corporate Transparency Act ("CTA"), designed to combat shell companies in the United States by mandating entities to disclose ownership information. This legislation is anticipated to impact more than 10 million businesses, including those in the creative industry. 

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Podcast sponsored by Capes Sokol.

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Transcript

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On this episode of the Screen Lawyer podcast, we're going to dig into one of the most profound, I think, and groundbreaking pieces of legislation coming out of the Congress in a long, long time, the Corporate Transparency Act. And I'm joined by my colleague Dani Durban, who has spent a lot of time unpacking this legislation, how it got started and what it'll mean for everybody else, including people who put things on screens. Dani, I'm looking forward to this conversation. I am, too. Thanks for having me. All right, let's get started. Hi there. Welcome to The Screen Lawyer Podcast. I'm Pete Salsich, The Screen Lawyer. And today I'm joined by my colleague, Dani Durban. Welcome, Dani. Thanks, Pete. Thanks for having me. It's great to have you here. And you're going to guide us through the Corporate Transparency Act. Right? A pretty major piece of legislat cause a lot of work, maybe even headaches, I'm sure. Well, let's take a step back, because the Corporate Transparency Act. Let's talk a little bit about the history now. This was enacted in January of 2020, correct? Correct. Okay. So and one of the things that I think may come up in this is some arguments. Why? Why is this is this is this is this is that. But I think it might be relevant to remember what the who the administration was when it was enacted. And this is really meant for all businesses and it's meant to cover some important things. Right. And this was something that was passed with bipartisan support, which I feel like it's rare to say days and during the Trump administration. And the goal really of it was to crack down on those that were trying to use business entities to essentially hide behind shell corporations and commit more nefarious criminal activities. Right. Okay. Well, that's that. So that's the the foundation, Right. That's the why. And we'll come back to that. But let's go back to the what? Because I think maybe I jumped a little ahead. What is the corporate transparency act? So the Corporate Transparency Act is an act that was part of actually like the largest bill that's been passed in U.S. history. And it is meant to require reporting companies. So depending on whether or not you meet that definition, which we will get into on the reporting, companies then have to report all information with respect to their direct and indirect owners. Interesting. Okay. So let's let's and we'll go through this. There's a lot to unpack here, right? So we want to spend a little time making sure we've got the right term. So you said reporting company. So first of all, this applies if an entity is considered a quote unquote reporting company, right? Correct. What does that mean? So a reporting company is one that is any legal entity. So you're thinking of if you're forming a limited liability company, a corporation, anyone that's actually filed documents with their states secretary of state or whatever their administrative agency is to form an entity, and this is going to apply to both foreign and domestic companies. Okay. One question that pops into my head right away is nonprofit corporations file documents with the state. Does this apply to nonprofits? So that's a really interesting question. There are about 23 exemptions and there's nuances as you get into it. But with respect to nonprofits, the interesting thing about that is at least given the way that on the the deadlines, if you will, have been set up by the time a nonprofit actually gets their nonprofit status, they at that point on don't they've already had to report within the required timeline. So we'll be seeing and following, I guess, how they deal with that, because as this has been closer and closer to coming into effect, we have seen different proposed rules come out to try and address concerns such as these. And that's going to be part of the discussion today. And I think on going right, this is the legislation is almost four years old. It is supposed to come into being in January one of 2024. Right. Right. So literally a four year path from signed and into into actually coming into operation. Right. And it's there's challenges and there's a lot of nuances yet. So we'll get into that. But that is really interesting about the nonprofits. Okay. I kind of cut you off. Is there anything else we need to know about a reporting company, more so that if you think I'm I always like to stress the purpose of this kind of getting back to the idea of making sure that we are able to stop or the government at least is able to stop kind of criminal activity, at least the kind that's hiding behind companies. And so when you're thinking about those types of reporting companies like which entities are exempted from being deemed a reporting company, you have, like I said, 23 exemptions. But they all kind of fit into that idea of of the purpose of the why for this corporate transparency act. So one example is highly regulated companies, and that makes sense because they're already highly regulated governments already getting that. Okay. So I always think if you just circle back to the purpose, you're going to be able to kind of figure out and understand the various nuances. That makes a lot of sense, that makes a lot of sense. And that and you're right, you come back to the why of the whole thing every time we go through this. So, okay, so if you're a reporting company, so you're in this category and let's let's step back and just say what are the basics? What what is changed? So right now, if you're a you form an LLC, you you file the articles of organization or depending on the state, it might be called something slightly different. But essentially all it really says is, here's the name of the company, here's an address, here's a registered agent, here's some money. Right? Pretty much. Exactly. You know, you got it. And that's what becomes filed publicly. Now, those companies may have they likely will have an operating agreement. They may have investor agreements. They'll have, you know, lots of internal documents about who owns what interests and who can do what. But those are all internal. Correct. And that's what's changing, right? Yes. So it's not so much that and I know you didn't mean this way. The Corporate Transparency Act isn't requiring that, now everyone hand over those internal documents. And it's just that so those internal documents that reflect who the owners are, for example, those are the items that are now going to have to be reported. So at least for a reporting company. So you meet the definition of a reporting company. If that's the case, then the information that you're going to have to file solely about the reporting company and we'll get into that. The owners - so solely about the reporting company is the legal entity name and then any name that it does business under. Okay. And then you're also having to put the principal place of business, which should not be controversial right after usually do that when you're filing that entity. And then also the jurisdiction that it was actually formed in and then that the EIN or if they have a TIN. So any kind of identifying unique facts identifying number. Right. Exactly. Okay. But then now that's just the information about the company. Right. But and functional, that's all already basically publicly findable if maybe not in one place. So what's changed? So I think that the kind of biggest commotion and if you will, has been made about the beneficial owners. Okay. So with respect to a beneficial owner, that is defined. So first you've got that tier of, okay, are we a reporting company? If you're deemed a reporting company, then you're going to look at if anyone within that business is deemed beneficial owner. Okay. And a beneficial owner is an individual who either directly or indirectly is exercising substantial control or who owns or controls 25% or more. And that can be something that is aggregated - that 25%. So if you own it through, if you own interest in the company through, let's say, various entities, you're going to aggregate that to see whether or not you have 25%. So you have to sort of unpack who owns the owners, right. In a way. Right. I mean, if the if you're going to aggregate it. So but so there's there's two thresholds there, right? So let's say a company just, for example, has, you know, a 50% owner and then maybe a couple of small and then maybe has two or three or four or ten owners that own 2% or 4% and they don't exercise any control. They're maybe passive investors. Those people are not going to have to be identified, are they not? So if they don't own 25% or more and then they will not have to be okay. Once, though, you start exercising substantial control, even if you let's say you only own 1%, you would still then have to you'd still be deemed a beneficial owner in that situation. So what does it mean to exercise substantial control? I mean, I know if you know, you're just talking to people in the you know, in there walking around on the planet and they have substantial control. They have an idea of what that means. But I have a feeling it's got a little bit different definition here. It is. And I keep using this word nuance, but there really are so many nuances with respect to this law. And the reason is so you talk about someone off the street, substantial control, what the the regulations have pointed out is so they're meeting that definition of maybe what a reasonable person would think of. So if it's a senior officer of a company, for example, or someone who has a certain level of authority, but then the regulations are also getting at anyone who is able to direct or determine important decisions made by the reporting company and they're defining that as, for example, whether or not you have the ability to determine if the company should be sold or if the company should merge with another company. And often times in operating documents or on bylaws, we have that even if we are having passive investors, that is one of the items that almost everyone is able to vote on. Exactly. So. So let's unpack that. So you just said, you know, there's the people and I guess it makes sense. Substantial control. Certainly if somebody is an officer level management level where they are directing company policy or making the largest contracts with things like that, it seems logical. And I guess there's not a it's not tied to a title, right? It's not vice president or above or anything like that, correct? Yeah, because people could play with titles. That's a very good point and they will. And that's kind of the people that they're probably most concerned about are the ones who would do that. But so in this instance, what's so interesting is you've got that kind of reasonable approach, right? Where like and those people may not actually have an ownership in the company. Exactly. Okay. But then you've got the people who it's like if they can direct or determine certain actions of the company that are going to be deemed substantial control, such as whether or not the business should merge with another company or if all of the assets should be sold, that would be somebody who may be an owner, but maybe it is a minority owner or a silent investor. They're still going to be deemed to exercise substantial control if they're entitled to vote on those things. Right. Right. And we include those in almost all of our operating documents. Yeah. I mean, I was just thinking about that. So, you know, every time virtually every time a new film gets started, a documentary or a docu series or a feature film, whatever it is, almost always form a new LLC typically it is an LLC - it doesn't have to be but a new entity. So a single purpose, right, to manage the budget and all that, but also primarily to own the copyright. And many times those entities then have investors who don't exercise any control in the film or the distribution. But we still include that language in the operating agreement that if the company is going to be sold or something like that, they get to vote on that. And the the rub there is I don't think we would want to change that in the operating documents. Right. And so either we don't change it. And they be deemed a beneficial owner who then has to report certain information which we'll get into or they truly kind of let go of any ability to decide anything. And I know that some of the state statutes that govern limited liability companies, for example, or corporate shareholder protection, I mean, most states have some level of protections for members or shareholders. And typically some of those include you must have the ability to vote on at least these things right. So almost by statute, yeah, you're right. And we're talking about this and this is important. And I am you've mentioned this before and and I'm going to you're going to mention it again here. The why? Because, you know, we're talking about this first. Like really, these people are going to have to report something, but they shouldn't care. Exactly. I mean, or should they care? What are what's why are we doing this again? So, yeah, I love that we're going back to the purpose because like I said, that always kind of I think helps remind people on why we're doing this. And the idea is to basically try and stop criminal activity or at least have the ability to find out where to find them. So having a door to knock on really is what I'm FinCEN, which is like the financial crimes on administrative agency is looking for that. And that makes sense. I mean, so when we talk about I guess and this is one of those things where you literally sort of as a lawyer practicing in this corporate transactional area, you know, we are used to companies who form a company to then form a company, and it's a very common structure in many, many types of transactions. And it happens in the film world too. You have, you know, people that form an entity to invest in films and do things like that, right? So one of those entities would then be a reporting company in its own right. And then so with the film. Exactly, because they're looking to flow down to a person, an individual, and to your point, I mean, we have plenty of clients - even without having a nefarious purpose, they might just have boatloads of money and they don't want their name associated on documents. And so they are trying to hide for that reason, not for the reason that the Corporate Transparency Act was passed. It’s not even really trying to hide as much as it is just saying we're not we don't want to share this information about it to the public to become targets for people that want to make us targets. Right? Exactly. Yeah. Okay. But it's unfortunate because it is going to then require those people essentially don't have the ability to hide anymore. So to your earlier question, should we be concerned? I mean, I don't think this is anything that's necessarily concerning. It's going to be a bit time intensive, especially in the beginning. But if you have nothing to hide, then hopefully this isn't too scary and everyone hopefully already files a tax return. Well, that's true. That's true. Well, so let's let's let's maybe maybe this is a point to jump ahead. And and I know we I'm going to ask you to kind of come back when we get to it to walk us back through this basic structure, because there's three main components, right, that need to be understood. But let's let's jump ahead here just because I don't think it's clear what we're talking about, what information. So let's say I'm a I own 1% of a film project. I invested a small amount of money and it ends up being a 1% interest. But now I'm included in this group of people that has to report some information about myself, what has to be reported about myself. So if you are deemed a beneficial owner, you're going to have to provide your full legal name, your date of birth. You have to also have a residential street address. Okay. So that cannot be your business to be clear on that. That's interesting. Okay. And then you also have to have a unique identification number. So it was similar to a reporting company where it's like they have an EIN and or a TIN. But with respect to an individual, that's going to be on a United States passport, for example, a driver's license or there is an option to obtain what's known as a FinCEN identifier. So it's not Social Security number. It is not what's interesting, that used to be a requirement. And then through the comment period, that was something that was changed in the regulation. Okay, So it reads the original draft included Social Security number is one of the identified things. And then in the notice and comment period, people said no and they changed the regulation. Correct. Okay. And that's that's I think that's important. So basically it's information that the government already has. That's the way that I'm looking at, Right. I mean, if I have a driver's license or I have a passport, I've already reported this information to the government. Now, I don't share that information with somebody else necessarily. Right. So where. Okay. And that's helpful. I think to remember all this is asking, you've got to get to a human. You've got to get to a residential address, not a P.O. box or an email or a company address and date of birth. Right. And then whether that's a driver's license number or passport number or as you'll talk about another process in a minute. Okay. So that's relatively basic personal information. It's not it's not tax return information. It's not Social Security number. It's not bank account information. It's not how much money you have or any of those things. Right. Okay. And again, it's all information that we already report anyway. Correct. So let's talk about then when we because of the Corporate Transparency Act, where does this information go? Who gets it? Is it public? So it's not meant to be public. Okay. And I think that's obviously where a lot of people have concerns because what if there's a data breach? But the idea with respect to this is that everything is going to be uploaded to FinCEN, which again is the Financial Crimes Network and they're creating a system called BOSS, which is I appreciate it, an acronym. Acronym? Yes. It stands for Beneficial Ownership Secure System. So that's where you're uploading everything. Exactly. I know I love when they do those types of acronyms, but the idea okay, so they are obviously concerned about being able to find criminals or prevent kind of the use of shell companies to hide behind criminal activity. And so they will allow access to this information to federal law enforcement agencies. Okay. Only as part of a national security or law enforcement activity. So there's restrictions around that. And then there's still be a warrant required or some level of presumably some level of, you know, it's got to rise to X level of investigation or something like that. I don't know if warrants or that's the right terminology in all of these circumstances, but presumably some justification, right? Correct. So with that, with federal law enforcement, it's kind of the the national security level. Okay, state, local agencies. It's going to be that it has to be authorized by a court of competent jurisdiction. So usually you've got to do like a warrant or as part of a criminal or civil investigation. And so those protections that already exist in our system and again, let's assume we all still have faith in our system, which is I think, frankly, something we should still try to assume it. Right. We operate as lawyers within that system and believe in it and work hard to maintain it. So assuming those systems, those protections for for individual citizens are still in place, this is really just one more place to put some information. Is that fair or that too simple? I think that's fair, especially because it is something that I think they've recognized based on that would possibly be a concern to American citizens. And so they have imposed criminal and civil penalties if this is something that is misused. Okay. So with respect to the different criminal and civil penalties for this unauthorized access, again, because we're having these different agencies, if they meet this threshold, have access to that information, if they use it in an unauthorized manner or access it without the kind of like the required threshold, the criminal penalties are up to five years in prison or like $250,000. Okay. And there's also civil penalties associated with that. And so and that's if people are knowingly disclosing the information they've been properly or accessing it in some way or. Exactly. Okay. Yes. So and and I think that's important, too, because if you think about, you know, over the last, I don't know, ten years or so, certainly maybe longer, really privacy in the midst of this data explosion world data privacy has taken on an increasingly important role. We see it in HIPAA, obviously, but more and more, you know, the European Union got out and when it was still the European Union got out in front of the privacy issue first with the GDPR was was more protective than US law, but little by little. Many states here are embracing those very privacy protective provisions in a lot of areas of law. Right, Right. So this doesn't undo any of that stuff. Right. And I think it's also I love that you're kind of bringing up data privacy and it's not an area that I practice in, but I know enough to be possibly dangerous. I know. But so the idea with these data privacy laws. Right. Is that we don't want companies to be able to use our private information to tie it back to us in ways that we aren't authorizing it. And it's almost the reverse here where FinCEN is wanting to tie your personal information to you because they want to know exactly where to find you. And I think that's why some of these penalties are so high as to the people who abuse it. Exactly right. Because even in the comments FinCEN was saying that it's on a critical priority for them to protect the security and the confidentiality of this information. So so this is intended to work with existing privacy law, not to undercut it in any way. Right. Right. And it still only applies if you have an ownership interest in a company. Right. So, I mean, that's.. or exercise substantial control. Right. But in both of those things, well, while we we interact with those people and entities like that all the time in our practices, the reality is most citizens don't. Right. Right. This isn't going to affect most people. Correct. Unless unless you are investing in a business having control over it or, you know, you're just simply an entrepreneur or, kind of like the third component here is a company applicant. So let's say you're working for someone who is wanting you to apply for the new business, right? So you're forming these documents. And if we kind of circle back to that the very beginning, a reporting company is you do any sort of filing to create a legal entity or new liability company, a corporation, oftentimes someone's being directed to do that, to form that company. Often that’s us. Exactly, as attorneys. And so we would be deemed or known as a company applicant. And the company applicant is also an individual who's been required to report information. Okay. So with that include like the attorneys or even a paralegal who's charged with filing the information. Exactly. So it's anyone so let's say a client asks us to form it. If I then go and ask a paralegal, it would be both of us that would be deemed company applicants because I'm the one that is controlling it. And then I've actually directed someone else to do the filing. So it's whoever is doing the directing and then the one just doing the filing. And of course in the past we would have said, and here's our work address, but now we have to include home addresses. So at least with respect to company applicants, thank goodness we can include business street addresses as long as it's something that we do in like the ordinary course. Okay, so for company applicants who are working for a a business owner, that might not be something they do in the ordinary course. So maybe it's somebody that's maybe it's somebody that's the sort of lower level accountant or bookkeeping employee that wouldn't have substantial control under the, you know, directing the court or the company's operations and doesn't have an ownership interest. So normally wouldn't be considered. And yet in this situation, as the company applicant, they may be required because and to put their home address because their job isn't all day long forming companies right. It's doing this other stuff and they're just doing it this one time for this company, Correct. Okay. And then the same essentially criteria of what needs to be reported for a beneficial owner then applies to a company applicant. Interesting. Interesting. Okay. Okay. So now we've sort of so let's let's sort of summarize here a little bit on the three sort of defined terms that people need to find themselves in. Right? So first, it's the reporting company, correct? So you're going to determine whether or not your reporting company and obviously there's those 23 exemptions. But if we circle back to the why, we should hopefully be able to figure out or at least remember the exemptions. So if you're a limited liability company, corporation, any entity that's formed a document that isn't already highly regulated or exempted in any way, then you're deemed a reporting company and you move on to figuring out if the reporting company then has who like who the beneficial owners are and who the company applicants are. Okay, So we've got a reporting, and if you're not a reporting company, none of those other things matter. Correct. But if you are reporting company, then you look to who the beneficial owners are, whether they're exercising substantial control or some aspect of their ownership is either above 25% or gives them the right to vote on certain major decisions. Correct. And then the company applicant, if that company applicant is either law firm or lawyers, then we can use our business address but still have to report. But if it's somebody that normally doesn't do this, they might have to use their home address and also report. Correct. All right. Well, okay, so we've we've that sort of the summary. When is it this is scheduled currently to go into effect January one, 2024. Correct. And what are the current what does that mean for current existing companies and companies that get formed after that point? Yes. So for existing companies, they will have until January one of 2025 actually in order to file their initial report. But for those who are created on or after January one, 2024, when this takes effect, they have 30 days. Now, I will say that that's something that we've seen comments or like a proposed rule on that they're going to extend that. That's nothing that's been final yet. Okay. So either way, though, I would start anticipating having to collect this information and then file. So basically every company that already exists is going to have a year to make their initial filing with all this information, correct? Right. And I'm assuming you're a reporting company, right. And then any new reporting company, you basically and you have 30 days. But isn't this something that you essentially incorporate into your initial filings? That would be the idea, right? I feel like that you're going to, I think, develop a process, at least if you do this enough. I know at least internally, that's kind of our plan at the law firm where you're incorporating this as just part of your due diligence, if you will, when forming an entity. Okay. And so and you mentioned that there you know, this is there's some challenges of this, right? I mean, it hasn't taken effect yet. I understand that there have been some court cases filed challenging maybe the constitutionality of it. Correct. Have any of those had any kind of rulings yet? Not yet. And I feel like everyone's kind of especially as we're coming up on January one, 2024, is waiting for that day. But we do have on our website a corporate transparency act like resource page. And so we'll continue to keep everyone apprized through that or obviously if they want to give us a call and you know, you can always talk through things. So that's on the CapesSokol.com website, correct? Right. And the Corporate Transparency Act got a whole page there and it's really informative and I appreciate you you coming on here to talk to us about this because while it is really, you know expansive in its scope, it is something that is meaningful to the companies, our clients and anybody out there that's creating companies to put content on screens. And more and more, you know, we often talk about some of the internal processes we've talked about financing films and things like that where you get different investment. Well, now this is going to be part of all of that. And I can already envision, you know, when we prepare, offering documents and a summary of the investment opportunities someone is may be interested in investing in a film, we're going to now have to include a disclosure that says your information is going to have to be included in the Corporate Transparency Act, and here's what's going to have to be required, right? I mean, I can now wish that would be, I think, in any offering document now and part of the disclosures, letting people know or at the very least because there's so much here that we haven't even been able to to cover. But at the very least, requiring beneficial owners to obtain a FinCEN ID and I'm glad you said that because there's one more thing I think to just to touch on here. And again we have we don't have we could take you've spent months digging into this. I know you and others here at the firm and so we can't talk about all that on this episode. But let's bring back that one point there is if if if I understand correctly now, if somebody is somewhat regularly involved in this, so let's say we regularly are helping companies file their documents and we'd be considered company applicants, or maybe somebody regularly invests in different projects or owns multiple companies. Are there there's a way for them to get is it almost like preapproved or what? What does that how that works? Yeah, and it really it's not even if there's an approval, right, it's obtaining like a you get unique identifier number and really anyone can do it even if they're not investing or being deemed a company applicant. Often if they don't want to provide kind of like that identifying information that we discussed on to the reporting company, then they can obtain a FinCEN ID number and instead that's what they would give to that the reporting company. Right. And you just said something there that's really important. I want to make sure to tie this up as we as we wind up this part of the conversation. And will you come back if there's changes or. Okay, good. I'm just honored I was invited back. Oh, well, yeah, you're the first. You're the first two-timer. Am I really right? Excellent. Okay. Because yes, I think this is something we're to continue to follow. But you just said something kind of important there. What I really hadn't focused on because I first went to well, we're already giving this information to the government anyway. Government already has my passport number, but I wouldn't normally give my passport number or even my driver's license number to a new company I'm investing in. Correct. And this requires us to give the information to the company. Right. So the company can report, Correct. Interesting. Okay. So while we talked about if someone in the company, let's say someone in receives all that information and then goes and sells it or abuses it, that's what those heavy criminal penalties are for. So there are different penalties for for that use. The penalties that I was talking about were the ones for unauthorized access with respect to the different agencies. Oh, okay. But the kind of other thing to mention with respect to it is that obviously on you, if you obtain a FinCEN ID number, then all that you're giving to the reporting company is that unique identification number on that, that kind of just so, so if I let's say I'm I invest from time to time in different companies or things like that. I could go through, provide the same information that I would otherwise have to provide. It doesn't change right It still name, full name, residential address, passport number, birthday, whatever. But I go to the FinCEN process and that I give them that information. They then generate a unique number for me. And then every time I invest in that says, okay, for Corporate Transparency Act, I need the following information. Instead of me listing my address and everything there, I can simply give them my FinCEN number. Correct. And that satisfies their obligations. Okay. Yes. And to your point about how there could be so much more, there's also benefits to the company, the reporting company, for doing this with respect to not having liability for any changes in a beneficial owner’s information. Because if I move, then I got to update it. Exactly. So there's just so much to I feel like unpack but in that again one more week we could go on for hours there is it there? Part of this will be an ongoing duty to update. Exactly. Yeah. Okay. And that's within 30 days. But okay. I mean maybe I'll be the first person now to come back three times. All right, Well, we're going to we're going to stick around with this. I think this is very important. And for all you filmmakers out there, people putting things on screens, starting your companies, this is going to apply to you. And we're going to help you with it as much as we can, obviously. So. Well, Dani, thank you. Thank you. This is really I think this is important to kind of take a sidestep from some of the other things we talk about here, because this is this really affects affects all business. Exactly. But certainly businesses that put content on the screen are included in that. And we're always talking about trying to make sure our clients who are incredibly creative are also good business people. And sometimes that's the role we feel more than anything else. And this is another part of it. Yes, absolutely. Well, that's awesome. Well, thank you very much. Yeah. So, folks, if you'd like to know more about the corporate transparency Act, you can check out CapesSokol.com. If you're interested in more information, obviously you can check out TheScreenLawyer.com. We've got links to that as well. And if you like this podcast and like all of the Screen Lawyer content, find us and follow us wherever you get your audio podcasts. And if you're watching us on YouTube, hit that like and subscribe button. So you'll get continued updates whenever we post new material at TheScreenLawyer.com. Take care.