The Corporate Transparency Act (the "CTA") took effect January 1, 2024.

• Executive Summary
  
  • The CTA requires every reporting company that is not exempt to file a beneficial ownership report (a "Report") with FinCEN – the Financial Crimes Enforcement Network of the U.S. Treasury. The Report must include five discrete items of information for each Beneficial Owner of your Company. We may require to collect from you documents and information needed to help determine whether your company needs to file a FinCEN Report and, if so, who are the Beneficial Owners to be identified in that report. You will then be responsible for preparing your Report and filing it with FinCEN by the applicable deadline.
  • The CTA imposes a $500 per day fine on reporting companies that fail to file on time. In addition, a willful failure to file can be punished as a felony. If you have any questions, please contact one of our attorneys.
    
    
• Background and Resources
  
  • Because the CTA is a new law that will require more than 30 million U.S. businesses to file a Report that they have never filed before, there is a great deal of concern is the market.
  • The CTA applies to any corporation, LLC or other legal entity formed by the filing of a document with a Secretary of State (or any entity formed outside the U.S. that is registered to do business in the U.S. by filing a document with a Secretary of State) (each, a "reporting company"). Some reporting companies are exempt from the CTA's requirements and the resources cited below can help you determine if your company may be exempt.
  • The CTA will require every non-exempt reporting company in existence prior to January 1, 2024, to file its initial Report with FinCEN by January 1, 2025.
  • Any company formed on or after January 1, 2024 (and before January 1, 2025), will need to file its first report within 90 calendar days after the date of formation (or the date of registration, in the case of a foreign reporting company).
  • Every non-exempt reporting company will need to identify its beneficial owners and, for each of them, provide their (a) full legal name, (b) residential address, (c) date of birth, (d) a "unique identifying number" (which can be a driver's license or passport) and (e) an image of the document that provides the unique identifying number.
  • Entities formed (or registered to do business in the U.S.) on or after January 1, 2024, will also need to provide this same information for the entity's "company applicant."
  • Importantly, after a reporting company files its initial Report, the reporting company will need to amend that Report within 30 calendar days after any change in its beneficial owners or their reported information. As a result, every reporting company should review its constituent documents and adopt a compliance policy to ensure that the company is able to comply with this requirement.
  • A great source of background information is the Small Entity Compliance Guide (available online) published by FinCEN to educate the market.
    
    
• Assistance in Preparing Your Report Under the CTA.

Grimaldi Alliance continues its growth in the USA and New York with the addition of Melchionna PLLC, founded by Luca Melchionna, who has over twenty-five years of experience, brings a highly experienced multidisciplinary team with a focus on corporate legal advisory, cross-border transaction, corporate governance, and international tax matters.

This expansion is part of Grimaldi Alliance's strategy to strengthen its presence in the United States, assisting key clients closely and supporting them in their growth and internationalization efforts.

Luca Melchionna is a highly respected professional in the legal market, specializing in transactional law with a focus on compliance, M&A, and tax law. For many years, he has assisted multinational corporations and institutional investors in corporate, commercial, and tax matters. His team has solid expertise in supporting buyers and investors in establishing and acquiring companies in the U.S., managing local assets efficiently, and handling international commercial transactions.

"I have known and appreciated Luca Melchionna for years. He is a reference figure for many stakeholders in the New York legal market, and his firm represents excellence in quality. We are proud to welcome him as a partner in Grimaldi Alliance, strengthening our presence in New York. This step is another key part of our growth strategy in the United States, a crucial market for our international clients," said Francesco Sciaudone, Managing Partner of Grimaldi Alliance.