More HH Legal Updates

Houston Harbaugh is a full service law firm headquartered in Pittsburgh and serving Pennsylvania, West Virginia and Ohio. This collection of blogs further highlights the firms capabilities in several practice areas.



In 2021, Congress passed the Corporate Transparency Act (CTA) in an effort to thwart criminals from using entities as a way to launder money and further illicit activities. The CTA contains a reporting requirement mandating that certain entities file reports with the Financial Crimes Enforcement Network (FinCEN) containing information regarding the entities themselves and their “beneficial owners” and “company applicants,” as explained below.


While most companies formed in the United States, or registered to do business here, will be considered to be a “Reporting Company” (as defined by the CTA), there are numerous filing exemptions, including, for example:

  • Many publicly traded companies
  • Companies employing more than 20 people and with greater than $5M in gross sales (as reported on its federal tax return)
  • Some tax-exempt entities
  • The wholly-owned subsidiaries of an exempt entity
  • Certain regulated industries, including financial services, licensed insurance agencies, accounting firms, public utilities and fund advisories


There are two categories of “Reporting Companies” for purposes of submitting a Beneficial Ownership Information Report (BOI Report): Domestic Reporting Company and Foreign Reporting Company. If your company is a corporation, limited liability company, partnership or any other formally organized entity registered with the Secretary of State of any state in the United States, then you may be considered a Domestic Reporting Company. Likewise, if your company is a foreign entity registered to do business in the United States with the Secretary of State of any state in the United States, then your company may be considered a Foreign Reporting Company. If your company does not fit either definition, then it is exempt and does not need to file. If you have questions about whether or not you are a Reporting Company, more information can be found here.  


Generally speaking, a “beneficial owner” is a person who owns or controls at least twenty-five percent (25%) of the ownership interests of the Reporting Company (which includes equity, stock, voting rights, capital or profit interest, convertible instruments, warrants and options) or who has “substantial control” over the company. In order to properly determine who has “substantial control,” it is important to identify the people within your organization who (1) hold senior officer positions; (2) have voting authority; (3) own 25% or more of the ownership interests; or (4) are considered decision-makers when the company makes important decisions. According to FinCEN guidance, “important decisions” include decisions about a Reporting Company’s business, finances, and structure.

A company may have multiple beneficial owners. For example, a single member limited liability company may report that it has two (2) beneficial owners: the sole member, as well as the president of the company who has substantial control over the company by managing the day-to-day operations and by making company decisions (even though that person may have no ownership). Likewise, a corporation may also have multiple beneficial owners. A corporation is required to elect officers as well as a board of directors. In addition to reporting the shareholders who own more than 25% as beneficial owners, a corporation may also be required to report all of the members of the board of directors along with the officers of the corporation if they exercise substantial control over the corporation’s operations and important decisions.

Companies formed or registered to do business in the United States after January 1, 2024 must include information about (at least one but not more than two) “company applicants” in their BOI Report. A “company applicant” is defined as (a) the individual that directly files or is responsible for the filing of the document that creates or registers the company, or (b) the person who directs or controls the filing of the document that creates or registers the company. Because there are two categories of company applicants under the CTA, a direct filer or a person who directs or controls the filing action, both need to be reported on the BOI Report.


If a nonexempt Reporting Company was formed prior to January 1, 2024, then the entity has until January 1, 2025 to file the BOI Report. However, if a nonexempt Reporting Company is formed after January 1, 2024, then the entity has only ninety (90) days from the date of its formation in which to file the BOI Report with FinCEN. 


The BOI Report of the Reporting Company and its beneficial owners will contain the following information:

Reporting Company

  • Full legal name
  • Any trade names or DBAs (all must be reported)
  • Complete address located within the United States
  • State, Tribal or foreign jurisdiction of formation
  • Foreign reporting companies will need to report their initial filing jurisdictions
  • IRS Taxpayer ID (TIN) and EIN

Beneficial Owners & Company Applicants

  • Full legal name
  • Date of birth
  • Complete current address
  • Unique identifying number, issuing jurisdiction number and image of one of the following:
    • U.S. Passport
    • State driver’s license
    • Identification documents issued by a state, local government, or tribe
    • If none of the foregoing are available, a foreign passport


If any of your beneficial ownership information changes at any time after submitting the initial BOI Report, you must file an amendment to the BOI Report within thirty (30) days of the effective date of such change. Changes in your company or entity that might trigger a BOI Report amendment include, but are not limited to: 1) a name change of a beneficial owner; 2) death of a beneficial owner; 3) address changes of the company and/or beneficial owner; 4) a sale, recapitalization, redemption or reorganization of the company’s ownership interests; 5) elections or removal of officers; 6) board resignations and elections; or 7) creation or dissolution of board of director committees. An entity and its ownership changes often. It is crucial to stay on top of the BOI Reporting requirements so that the 30-day deadline is met.


The consequences for not complying with the BOI Reporting requirements are severe. Failure to file willfully, or filing false or fraudulent beneficial ownership information, may result in civil penalties of $591 per day or criminal penalties including imprisonment of up to two (2) years and a fine of $10,000. However, if a person believes that a report contains inaccurate information and voluntarily submits a corrected report within ninety (90) days of the original BOI Report deadline, the CTA may provide a safe harbor from the steep penalties that are otherwise imposed under the CTA.


BOI Reports may be filed directly with FinCEN here. More information, including detailed step-by-step instructions, can be found here. If you need assistance with or have any questions about the CTA reporting requirements or BOI Reports, our attorneys and paralegals are here to help. Contact us today!


As with many things, the new filing requirement brings new opportunities for scammers. Be on the lookout for emails, letters or calls advising you to complete applications or reports in order to stay in compliance with the CTA. Please be aware that FinCEN will NEVER reach out to you to make sure you are in compliance. Any correspondence you receive will more than likely be a solicitation for your business or an attempt to scam you.  If you do receive any solicitations via email, delete them immediately.


FinCEN is providing updates and guidance on BOI Reports frequently. We are monitoring these updates and will revise this article as we learn more.

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Trusted and Cost-Effective Business Law, Business Litigation and Estate Planning Attorneys and Counselors; Building Client Confidence™ with Businesses and Individuals Since 1975

Our firm offers individualized solutions and the highest quality, client-driven and cost effective legal services. Houston Harbaugh, P.C., is a well-known law firm in Pittsburgh, serving Pennsylvania, West Virginia and Ohio. Our diverse practice areas include Business Law, Business Litigation, Estate and Succession Planning, Intellectual Property Litigation and Prosecution, Employment and Labor, Employee Benefits, Oil and Gas, Landowner and Property Dispute Counseling and Litigation, Health Care, Environmental, Real Estate, Construction, Complex Tort and Catastrophic Injury Litigation, Insurance coverage and Bad Faith Law, Mediation, Arbitration and Special Master appointment work. As one of the 20 largest law firms in Pittsburgh, our lawyers serve clients on a regional and national basis.

We regularly represent regional, national and international insurance carriers in defense, insurance coverage, unfair trade practices and bad faith matters, and we issue opinions letters and coverage analyses for insurers. We defend designers, manufacturers and sellers in pharmaceutical, products and medical products liability matters and we litigate and try cases involving catastrophic injuries, industrial accidents, toxic torts, professional, engineering and architectural negligence, and agent and broker claims and lawsuits.

Why Houston Harbaugh, P.C.? The Answer Is Clear.

We are accomplished litigators with a strong track record of success in the courtroom and in jury trials. We design and manage business transactions, succession planning, banking and regulatory issues. Our firm has regularly been featured in the U.S. News “Best Lawyers”® rankings of Pittsburgh’s “Best Law Firms.” Our attorneys are also regularly nominated as “Best Lawyers” in this publication. In addition, many of our attorneys are consistently recognized in the annual national Super Lawyers peer review rankings, and our corporate practice has been selected as the winner of The Legal Intelligencer’s Best Law Firm Corporate Practices contest for the Midsize Firm category. Our property and landowner counseling and litigation practice in Oil and Gas and Real Estate is ranked at the top on a regional basis. We help clients to apply for, prosecute, audit, manage and protect intellectual property rights in patent, trademark, copyright and trade secrets. We are admitted to the USPTO and have experience in the TTAB. Some of our firm’s shareholders are Adjunct Professors of Law at the Duquesne University School of Law in litigation and intellectual property courses.

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Since our inception as a health care practice in 1975, our attorneys have represented clients in state and federal courts in Pennsylvania, West Virginia, Ohio and throughout the nation. We have grown into a multi-disciplinary practice with the ability to handle complex business transactional and litigation matters. We counsel on estate and succession planning and on trust and guardianship matters. We have a strong employment and labor practice. We represent clients in trade secret counseling and federal Defend Trade Secret Act (DTSA) counseling and litigation. Our DTSALaw® practice group is well versed in this federal body of trade secret law. We counsel, draft, litigate and defend claims involving employment non-compete, restrictive covenants, non-disclosure agreements and breach of contract matters. We service clients in the collection of debts and in bankruptcy creditor matters. Houston Harbaugh litigates in Orphans and Probate courts for matters involving estates and trusts. We also provide mediation and arbitration services to parties involved in litigation and our lawyers are currently serving as court appointed special masters in the Federal Courts.

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