Wolters Kluwer (WKL) Status Update summary

Corporate Transparency Act and BOI reporting

• New BOI reporting requirement under the Corporate Transparency Act (CTA) effective this year, with initial reports due by January 1, 2025 for most domestic and foreign reporting companies created or registered before 2024.

• Exemptions exist for 23 entity types, but most privately owned companies must file; required information includes company and beneficial owner details.

• Reports must be filed electronically with FinCEN; penalties for non-compliance include civil fines of $591 per day and possible criminal penalties.

• Many companies have not filed due to lack of awareness, misconceptions, procrastination, or waiting for further guidance.

• Recent guidance clarifies that dissolved or withdrawn entities after January 1, 2024, must still file; only a small group is exempt due to ongoing litigation.

Ongoing and end-of-year compliance considerations

• Key 2024 compliance actions include remote employee management, relocations, M&A activity, spinoffs, business name changes, and entity closures.

• Remote work triggers new payroll tax, business license, and tax nexus obligations in multiple jurisdictions.

• Mergers, acquisitions, and spinoffs require careful license, tax, and registration updates, with timing and sequence being critical.

• Name changes and closures demand thorough updates across all jurisdictions, licenses, and contracts to avoid compliance gaps.

• Regular housekeeping includes reconciling public and internal records, maintaining a compliance calendar, reporting governance changes, and conducting KYC checks.

Technology and support for compliance

• Leveraging technology, such as compliance calendars and online filing platforms, streamlines license management and renewals.

• CT Corporation offers solutions for BOI filings, business license management, and ongoing compliance, including a centralized platform and dedicated support.