The Naugatuck Chamber of Commerce will present its 2023 Lewis A. Dibble Sr. Award in January to Attorney Edward G. Fitzpatrick, Partner of Fitzpatrick, Santos, Sousa, Perugini P.C.

The award, presented annually by the Chamber, recognizes an individual’s outstanding contributions to the business and the socioeconomic well-being of Naugatuck. Fitzpatrick will receive the award during the Naugatuck Chamber’s 102^nd Annual Meeting and Lewis A. Dibble Award Dinner presented by Develomark on Wednesday, Jan. 24, 2024 at Aria Wedding and Banquet Facility in Prospect. The event will begin with cocktails at 5:30 p.m., followed by dinner and the awards program at 6:30 p.m.

A lifelong Naugatuck native, Fitzpatrick has been practicing law since 1978. In 1987, he opened his own law office in downtown Naugatuck, where he continues to practice today with partners Carlos Santos, Cesar Sousa, Danielle Perugini, Timothy Fitzpatrick, and Antonio Nunes. The firm concentrates its practice in the areas of personal injury, real estate, family, municipal, and probate law. In addition to his professional life, Fitzpatrick has enjoyed coaching, with the assistance of others, many local youth sports teams from the Naugatuck YMCA and Naugatuck Youth Soccer Leagues. He is also a former member of the Naugatuck Chamber Board of Directors and the Borough of Naugatuck Finance Board, and currently serves on the Board of Corporators of Ion Bank. Recently, Fitzpatrick has been recognized by the Connecticut Coalition Against Domestic Violence for his efforts to combat domestic violence.

Chamber Holiday Gathering: Thursday, December 14, 5:30 p.m. to 8 p.m. at La Bella Vista in Waterbury. Register here.

This HR Corner is brought to you by Carmody Torrance Sandak & Hennessey LLP. Written by Attorney Stephanie E. Cummings & Attorney Matthew H. Gaul

Beginning January 1, 2024, many small entities, including both businesses and those not actively conducting business such as real estate holding companies, for the first time, will be required to report their beneficial ownership directly to the federal government. This fundamental shift in reporting requirements is targeted to affect small entities under the theory that they are the entities most likely to be engaged in money laundering. Failure to comply with reporting requirements carries significant criminal and financial penalties.

These new requirements are a result of the Corporate Transparency Act (“CTA”), which provides the federal government, via the Financial Crimes Enforcement Network (“FinCEN”), ownership and control information of certain entities. The breadth of this law will impact many types of legitimate entities, such as real estate holding companies, family holding companies, main street businesses, small manufacturers, and many others.

The CTA requires companies, such as LLCs, corporations and certain other entities, referred to as “reporting companies,” to identify each individual who has a 25% or more beneficial interest in, or “substantial control” of, the company. The required identifying information includes name, address, date of birth, and a copy of government identification, such as a driver’s license. Failure to timely make the report carries penalties of $500 per day (up to $10,000 per violation) and up to two years in prison for “control persons” of the company, which includes most officers, directors, managers and general partners.

There are currently 23 reporting company exemptions designed to exclude certain businesses with existing oversight structures including most tax-exempt entities and wholly owned subsidiaries of exempted companies. One of the most important exemptions is known as the “large operating company” exemption, which applies to companies who have all three of the following: more than 20 full-time employees; more than $5,000,000 in gross receipts or sales in the prior tax year; and an operating presence with a physical office within the USA. Under current rules, holding companies and affiliates of exempt reporting entities are not automatically exempt.

Non-exempt reporting companies formed prior to January 1, 2024 have until January 1, 2025 to complete their initial beneficial ownership report. Companies formed on January 1, 2024 but before January 1, 2025 have 90 days to file their initial beneficial ownership report, which will also include information on the “company applicants.” Company applicants are the individuals who direct the filing of the organizational documents, such as the organizer or incorporator, and the person who actually makes the secretary of the state filing, such as a lawyer or filing service employee. Companies formed on and after January 1, 2025 will have 30 days to complete the initial beneficial ownership and company applicant report.

Any changes to a reporting company’s information, such as a change in a beneficial owner’s address, must be reported to FinCEN within 30 days. Willful failure to do so could subject the control persons of the company to criminal and financial liability.

Despite its imminent effective date, there are many questions left unanswered by the regulations and official guidance, leaving compliance in some cases less than straightforward. Anyone who has an interest in an entity such as an LLC or corporation should look closely at the CTA to make sure they are ready for next year’s reporting requirements.

As with any government requirement, the CTA requirements and penalties are subject to change. The above is based on information available as of December 6, 2023. Further, this information is for educational purposes only to provide general information and a general understanding of the law. It does not constitute legal advice and does not establish any attorney-client relationship.