Exemption from the Reporting Obligation of Beneficial Owners of an American corporation under the Corporate Transparency Act in America

The Corporate Transparency Act (CTA) rules apply to all U.S. corporations. The CTA defines a "reportable U.S. corporation" as a corporation, Limited Liability Company (LLC), or any other entity created by filing a document with a Secretary of State or similar office or formed under the law of a foreign country and registered to do business by filing a document with a Secretary of State or similar office. There are 23 exceptions to the beneficial ownership reporting requirement of the Corporate Transparency Act:

• 1. Company issuing securities registered under Section 12 of the Securities Exchange Act of 1934;
• 2. Government authorities;
• 3. Banks;
• 4. Credit union;
• 5. Holding of depository institutions;
• 6. Money services businesses;
• 7. Broker or dealer in securities; 
• 8. Stock exchanges or securities clearing agencies;
• 9. Other entities registered under the Securities Exchange Act of 1934;
• 10. Investment companies or advisers;
• 11. Venture capital fund advisory firm;
• 12. Insurance companies;
• 13. Insurance brokers with a physical office in the U.S.;
• 14. Registered entity under the Commodity Exchange Act;
• 15. Auditing firms;
• 16. Companies that provide telecommunications, electricity, natural gas, or water and sewer services in the U.S.;
• 17. Any entity designated by the Financial Stability Oversight Council under Section 804 of the Payment, Clearing, and Settlement Supervision Act of 2010;
• 18. Aggregate investment vehicle;
• 19. Companies or entities exempt from taxation in the United States;
• 20. Assistance entity to a tax-exempt entity;
• 21. Large corporation: any entity that (A) employs more than 20 full-time employees in the U.S., (B) has an operating presence in a physical office in the U.S., and (C) filed a U.S. federal income tax return or information return for the previous year demonstrating sales or revenues over $5,000,000;
• 22. Subsidiary of certain exempt entities;
• 23. Inactive entities or corporations.

Determining whether a U.S. corporation's beneficial owners should be reported involves a two-step process. First, it must be determined whether the entity is a corporation, LLC, or other entity created by filing a document with a Secretary of State or similar office or formed under the law of a foreign country and registered to do business by filing a document with a Secretary of State or similar office. If so, the second step is determining whether it falls under one of the 23 exemptions listed in this article.