On January 1st of 2024 important new changes will take place in the United States with regards to incorporating new company entities. Based on this information, please read below and consider incorporating an United States of American shelf company before 31 December 2023.

Beginning on 1 January 2024, the new Corporate Transparency Act & Beneficial Ownership Information Reporting will come into force. This new law requires the Registered Agent or Incorporation Service Company to submit to the US Federal Government, information about the Beneficial Owner of new entities.

How it will work.
Clients and intermediaries are already required to supply us with proof of identification and address. However, from 1 January 2024, within 90 days of the formation of a new entity in the United States, the Registered Agent or Incorporation Service Company will be required to submit to the US Federal Government the following information about the entity and its Ultimate Beneficial Owner (UBO):

  • The legal name of the company
  • The current street address of its principal place of business. If the principal place of business is not in the U.S., then the company will report the address from which it conducts business in the U.S.
  • EIN (Tax Identification Number – all new entities will be required to obtain an EIN)
  • The UBO’s legal name, date of birth and residential street address
  • A unique identifying number for the UBO from an acceptable identification document (for international clients, the passport number)
  • A scanned copy of the passport

How and where the information will be maintained.
The information about the entity and the BO will not be public information. The information will be uploaded to an encrypted database which will be maintained by the U.S. Government. Unlike in the case of some European registers, the public will not have access to this database and the information will be confidential. Even other government agencies will not have direct access to this information. The information will only be shared with authorised government offices and/or through a court order associated with a criminal case brought on by the U.S. Federal Government.

How this new requirement will impact you?
This law imposes strict deadlines for reporting entity and UBO information as well as heavy fines to the RA and ISC if the information is not properly submitted on time.
Because this requirement imposes large responsibility and risk of fines, we will require strong cooperation from our clients and intermediaries.

What about entities incorporated before the end of this year.
The current information available states that all entities incorporated before 1 January 2024 will have to start reporting their UBO information in 2025.

It is not yet clear if the responsibility of providing this information will be imposed upon the managers of the company or the Registered Agent.

It is difficult to imagine how the federal government will be able to impose and enforce such monumental requirement on existing companies.

For the time being, clients and intermediaries should not need to be concerned with this part of the requirement. We will provide further information as it becomes available. Currently, the US government has “plans” in this regard, but no realistic guidelines.

Since the new requirements only affect companies incorporated after 1 January 2024, it might be a good idea for clients and intermediaries to consider incorporating a shelf company before December 31st 2023. Please contact your relationship manager if you would like to incorporate a new US entity.

Working with The Europa Group

Europa Trust Company Limited is part of the Europa Group. We have been based in Gibraltar for over 38 years and have built a reputation as a stable and reputable business.

We provide a comprehensive range of company and trust formation and management services including company and trust administration, foundations, partnerships, corporate directors, shareholders and secretaries, accounting, marine registration and other associated services.

Our clients are an eclectic mix of international executives, authors, sportsmen, corporations, wealthy individuals, families and many more. Their individual interests and needs are at the centre of our focus. Each client benefits from the experience and multi-jurisdiction knowledge of a dedicated Europa Group professional.

The Europa Group is authorised and regulated by the Gibraltar Financial Services Commission.

If you are thinking of changing your company management contact us today to find out how we can help you.