01/21/2024
Urgent Alert to Business Owners:
Beneficial Ownership Information (BOI) Reporting Under the Corporate Transparency Act: This act requires to report beneficial ownership information starting from January 1, 2024.
Timing:
In general, reporting companies created before or registered to do business as of December 31, 2023, have until January 1, 2025 to file an initial BOI report with FinCEN. Reporting companies created or registered to do business on or after January 1, 2024, have ninety (90) days from the date of their registration to file an initial BOI report. Reporting companies created or registered on or after January 1, 2025 have thirty (30) days from the date of their registration to file an initial BOI report. After filing an initial BOI report, reporting companies have thirty (30) days to file updated reports detailing statutorily-required changes about the reporting company and/or its beneficial owners.
Penalties
Failure to comply with CTA or missing filing deadlines can result in criminal (fines and/or imprisonment) or civil (monetary) penalties. There is a $500 per day penalty, up to $10,000, and imprisonment of up to two years for the failure to timely file initial or updated reports. Additionally, any person who, without authorization, knowingly discloses or uses BOI is liable for $500 per day, up to $250,000, and up to five years of imprisonment.
Beneficial Ownership Information (BOI) Reporting Under the Corporate Transparency Act FAQ [these are from FinCen FAQ]:
A.1. What is beneficial ownership information?
Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company. [Issued March 24, 2023]
A.2. Why do companies have to report beneficial ownership information to the U.S Department of the Treasury?
In 2021, Congress passed the Corporate Transparency Act on a bipartisan basis. This law creates a new beneficial ownership information reporting requirement as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures. [Issued September 18, 2023]
C.1. What companies will be required to report beneficial ownership information to FinCEN?
Companies required to report are called reporting companies. There are two types of reporting companies:
• Domestic reporting companies are corporations, limited liability companies, and any other entities created by the filing of a document with a secretary of state or any similar office in the United States.
• Foreign reporting companies are entities (including corporations and limited liability companies) formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office.
A.3. Under the Corporate Transparency Act, who can access beneficial ownership information?
FinCEN will permit Federal, State, local, and Tribal officials, as well as certain foreign officials who submit a request through a U.S. Federal government agency, to obtain beneficial ownership information for authorized activities related to national security, intelligence, and law enforcement. Financial institutions will have access to beneficial ownership information in certain circumstances, with the consent of the reporting company. Those financial institutions’ regulators will also have access to beneficial ownership information when they supervise the financial institutions. FinCEN published the rule that will govern access to and protection of beneficial ownership information on December 22, 2023. Beneficial ownership information reported to FinCEN will be stored in a secure, non-public database using rigorous information security methods and controls typically used in the Federal government to protect non-classified yet sensitive information systems at the highest security level. FinCEN will work closely with those authorized to access beneficial ownership information to ensure that they understand their roles and responsibilities in using the reported information only for authorized purposes and handling in a way that protects its security and confidentiality. [Updated January 4, 2024].
For further detail please refer to the FinCen information or contact them:
The FinCEN Regulatory Support Section at 1–800–767–2825 or electronically at [email protected].
Thank you