This article shares very important information about new government reporting requirements effective January 2024 for all small corporations (< 20 employees and < $5 million in annual gross revenues) and all limited liability companies (LLCs). The reporting deadlines are January 2025 for existing companies or within 90 days of creation for new companies.
In 2021, Congress enacted the Corporate Transparency Act (CTA) to prevent money laundering, financing of terrorism, tax evasion, corruption, and other illicit activity. The Financial Crimes Enforcement Network (FinCEN) was charged with enforcing this Act by establishing the Beneficial Ownership Information (BOI) reporting rules for corporations, limited liability companies, and similar reporting entities. These rules are effective in January 2024 and you can file your BOI report online.
The BOI report will be provided to certain government agencies with proper authorization to aid, prevent, and detect crime. It will do so by collecting certain identifying information about the beneficial owners and the companies that formed or registered it.
Background on the BOI Reporting Rule
According to FinCEN, beneficial owners are individuals who, directly or indirectly, (1) exercise substantial control over a reporting company; or (2) who own/control at least 25% of the ownership interests of a reporting company. Businesses that fall under this category are required to report on its company applicants when:
It is a domestic reporting company created on or after January 1, 2024
It is a foreign reporting company first registered to do business on or after January 1, 2024
A company applicant is defined as the individual who “directs or controls the filing action.” The direct filer must be identified. If there is more than one individual involved in the filing, then two company applicants must be reported (no more than two applicants can be reported).
When do I need to file a BOI Report?
Reports will be accepted starting on January 1, 2024.
Reporting companies created or registered to do business before January 1, 2024, will have additional time — until January 1, 2025 — to file their initial BOI reports.
Reporting companies created or registered on or after January 1, 2024, will have 90 days after receiving notice of their company’s creation or registration to file their initial BOI reports.
The Impact of This BOI Reporting
There is currently no draft form available on what beneficial information must be reported. However, we know that the reporting company will need to include the following about its beneficial owners and company applicants:
Full legal name;
Date of birth;
Current address;
A unique identifying number, issuing authority form, and image from a U.S. passport, state driver's license, or another identification document by a state, local government, or tribe.
If the above information is not accessible by the reporting company, a foreign passport can be submitted.
Small-to-medium-sized companies will be most impacted by these changes. Large companies (defined for BOI reporting purposes as having 20+ employees, more than $5 million in gross receipts on its tax return, and a physical office in the U.S.) are exempt from reporting beneficial owner information. Other exempt companies include banks, credit unions, investment companies, and insurance companies. You can find the full list of exemptions and other pertinent information here.
What if I choose not to report?
There will be significant civil and criminal penalties, including fines of up to $500 per day that the report is not filed and possibly two years in prison.
Where can I find additional information about BOI reporting?
Additional information about the Reporting Rule and guidance materials are available at www.fincen.gov/boi.
FinCEN has issued and will continue to issue frequently asked questions to address specific questions on the topic. They can be found here: www.fincen.gov/boi-faqs.
We understand this notice may be confusing or concerning to some business owners. Please contact us or your attorney if you have questions about this topic or would like to know how it applies to your situation.
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