Governance Briefing — August 11, 2025
Boards must lock in Corporate Transparency Act oversight so beneficial ownership changes trigger FinCEN updates within 30 days after the January 2025 filing surge and so subsidiary governance keeps pace with merger, capital, and officer moves.
Executive briefing: The Corporate Transparency Act’s beneficial ownership rule has been live since January 2024 and existing U.S. entities reached their initial filing deadline on . FinCEN’s final rule and fact sheet require companies to update beneficial ownership information within 30 calendar days whenever ownership, control, or key identifiers change. Audit and risk committees must now harden governance evidence so acquisitions, capital raises, director rotations, or address changes cascade into prompt FinCEN updates ahead of year-end audits.
Board checkpoints for CTA compliance
- Attest program ownership. Confirm a senior officer or committee charter explicitly owns CTA reporting, with escalation paths into audit and risk committees when changes arise.
- Track triggering events. Build registers that tie legal-entity management, treasury, equity administration, and HR workflows to CTA triggers so board minutes show how changes surface within 30 days.
- Evidence oversight. Require quarterly dashboards summarising filings made, pending change requests, and any late corrections so directors can challenge control gaps.
Operational priorities after the initial filing wave
- Change-detection automation. Integrate corporate-secretary software, equity ledgers, and HR systems with CTA tasking so officer additions, ownership transfers, or new entities automatically open FinCEN tickets.
- Data-quality governance. Validate passports, addresses, and dates of birth for beneficial owners before submission and retain encrypted artefacts that support FinCEN identifier requests.
- Subsidiary hygiene. Reconcile minority investments and joint ventures where governance rights cross the 25 percent threshold to prevent missed filings.
Enablement moves
- Embed CTA language in board and shareholder resolutions covering reorganisations, M&A approvals, and executive appointments so every action references the 30-day update requirement.
- Run tabletop exercises with legal, finance, and compliance teams that simulate rapid ownership changes and late-discovery corrections to test documentation and remediation workflows.
- Benchmark service providers handling CTA filings to ensure service-level agreements guarantee confirmation receipts, audit logs, and proactive expiry monitoring for identification documents.
Zeph Tech builds CTA governance playbooks that tie entity management, treasury, and HR changes into FinCEN-ready updates with board-level evidence.