DO YOU OWN A BUSINESS FORMED BEFORE 2024? THE DEADLINE FOR FILING YOUR CORPORATE TRANSPARENCY ACT BOI REPORT IS DECEMBER 31, 2024 FOR ENTITIES FORMED BEFORE 2024. REPORTING DEADLINES DIFFER FOR ENTITIES FORMED DURING OR AFTER 2024.
Do you own a business that is held in a corporation, limited liability company (“LLC”), limited partnership or similar entity? Was that business formed before 2024? If such entity is a “reporting company,” then the reporting company may have to file a “Beneficial Ownership Information Report” (“BOI Report”) with the federal Financial Crimes Enforcement Network (“FinCen”). If the reporting company was formed before January 1, 2024, the deadline for filing the BOI Report is December 31, 2024. If the reporting company was formed during 2024, the deadline for filing is 90 days after the formation document is filed. If the reporting company is formed on or after January 1, 2025, the deadline for filing is 30 days after the formation document is filed.
WHO HAS TO FILE A BOI REPORT: REPORTING COMPANIES
The filing of a BOI Report is required by the federal Corporate Transparency Act, 31 U.S.C. 5336 (the “CTA”). The CTA requires the filing of a BOI Report with FinCen with respect to any “reporting company”: a corporation, LLC, limited partnership or other entity formed by filing with a state secretary of state or equivalent office. Entities formed outside of the United States may be reporting companies, such as if the entity has filed to do business inside the United States by the filing of a document with a secretary of state or equivalent office. For more information about which entities are reporting companies and exemptions from the definition of reporting companies, check the Small Entity Compliance Guide for BOI Reporting Requirements prepared by FinCen (the “Small Entity Compliance Guide”), available online at:
https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf
You can also check the BOI Frequently Asked Questions (“FAQs”), available online at:
https://www.fincen.gov/boi-faqs
WHAT INFORMATION IS IN A BOI REPORT? REPORTING COMPANIES AND BENEFICIAL OWNERS
The BOI Report will contain information about the reporting company and each “beneficial owner” of the reporting company. “Beneficial owner” consists of: (x) each individual who directly or through one or more other entities or trusts holds 25% or more of the equity interests (including options to purchase equity interests) of the reporting company; and (y) each individual who exercises “substantial control” over the reporting company (such as a senior officer or someone who has authority to appoint or remove any senior officer or a majority of the board of directors or managers or someone who is an important decision-maker for the reporting company). For more information about how to determine the beneficial owners of a reporting company and exceptions from the definition of beneficial owner, check the Small Business Compliance Guide and the FAQs.
The information required for each reporting company formed in the United States includes the full legal name of the reporting company, each trade name or “DBA” for the reporting company, the complete current street address (not a PO Box) of the principal place of business for the reporting company in the United States, the jurisdiction where the reporting company was formed and the IRS tax identification number/employer identification number for the reporting company.
The information required for each beneficial owner includes the full legal name and date of birth of the beneficial owner, the complete current residential street address of the beneficial owner (this address does not have to be in the United States), and the identifying number, issuing jurisdiction and image of one of the following non-expired documents for the beneficial owner: a U.S. passport, a state driver’s license or an identification document issued by a state, local government or tribe (a foreign passport may be used if the beneficial owner does have any of these documents).
BOI Reports for reporting companies formed in 2024 or later must also include information concerning “company applicants” (up to 2): the person who submits the document creating or registering the company and, if applicable, the person who oversees the foregoing person. The information required for a company applicant is similar to the information required for a beneficial owner. To comply with this requirement, you may need to obtain information from the law firm or accounting firm that may have formed the entity on your behalf.
HOW TO FILE A BOI REPORT
The BOI Report must be filed online at:
HOW OFTEN DO YOU HAVE TO FILE OR UPDATE A BOI REPORT?
So long as the information in a BOI Report does not change, you have to file a BOI Report only once. If any of the information in the BOI Report changes, you have to update the filing within 30 days of the change.
CAN BOI REPORTS BE ACCESSED ONLINE?
The information submitted in a BOI Report will not be publicly available, such as IN an online database. The information may only be accessed by certain governmental and law enforcement agencies. It cannot be accessed through a Freedom of Information Act (FOIA) request.
FINCEN IDENTIFICATION NUMBERS
If you are the beneficial owner for more than one reporting company, you may want to obtain a “Fincen Identification Number”. (“FinCen ID”). If you obtain a FinCen ID, then instead of re-entering the required beneficial owner information each time you file a BOI Report, you enter your FinCen ID. To obtain a FinCen ID, you submit the information required for beneficial owners at;
https://fincenid.fincen.gov/landing
CAN FERRO LABELLA & WEISS FILE A BOI REPORT FOR YOU?
Ferro Labella & Weiss does not handle the actual filing of BOI Reports for clients or others. Many service companies who handle filings for entities or who act as registered agents for entities also handle the filing of BOI Reports. Certain accountants may also handle the filing of BOI Reports.
WHAT HAPPENS IF YOU DON’T FILE A BOI REPORT OR FILE A FALSE BOI REPORT?
According to the Small Compliance Guide, “[t]he willful failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in a civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. Senior officers of an entity that fails to file a required BOI report may be held accountable for that failure.”