12/20/2023
‼️‼️‼️New important filing in 2024. Please read.‼️‼️‼️
If you own a business, you need to read this and understand that you have to file this!
The beneficial ownership information (BOI) report with a branch of the U.S. Department of Treasury called the Financial Crimes Enforcement Network (better known as FinCEN). A failure to comply can result in a company and the individuals responsible for the non-compliance being subject to hefty civil and criminal fines and even possible jail time.
FinCEN FAQ:
https://www.fincen.gov/boi-faqs
WHY IS BOI NEEDED?
To stop criminal actors, including oligarchs, financiers of terrorism, drug traffickers, human traffickers, and those who would use anonymous shell companies and other corporate structures to hide their ill-gotten gains.
WHO NEEDS TO FILE?
Beneficial owners of a reporting company. Reporting companies include:
• Domestic reporting companies- 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.
*Sole-proprietorships that don’t use a single-member LLC are not considered a reporting company.
Beneficial owners: Any individual who, directly or indirectly, either:
1. Exercises substantial control over a reporting company, or
2. Owns or controls at least 25% of the ownership interests of a reporting company.
WHAT GETS REPORTED?
For each beneficial owner of your company, you’ll have to provide:
• Legal name
• Birthdate
• Home address
• Identifying number from a driver’s license, state ID, or passport, and an image of the document that the number is from.
• Reporting companies formed on or after January 1, 2024 will also provide information about their company applicants
WHEN TO FILE?
Existing Companies: The Corporate Transparency Act comes into effect on January 1, 2024. Reporting companies that are in existence on the effective date must file their initial reports within one year àJanuary 1, 2025 is the deadline
New Companies: Reporting companies created after the effective date have 30 days after receiving notice of their creation or registration. à Extended to 90 days (9/27/23 publication)
HOW TO FILE?
Your company’s BOI report will be filed with FinCEN. It will be submitted electronically through a filing system that will be located on FinCEN's website. There is no fee for filing the report.
• Note that this is a federal filing. There is no state filing involved.
WHO WILL HAVE ACCESS TO THE INFO REPORTED ON BOI?
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 also 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.
WHAT IF INFO PREVIOUSLY REPORTED CHANGES?
If there is any change to the required information about your company or its beneficial owners, your company must file an updated report no later than 30 days after the date of the change.
EXEMPT FROM FILING
Exemption No.
Exemption Short Title
1
Securities reporting issuer
2
Governmental authority
3
Bank
4
Credit union
5
Depository institution holding company
6
Money services business
7
Broker or dealer in securities
8
Securities exchange or clearing agency
9
Other Exchange Act registered entity
10
Investment company or investment adviser
11
Venture capital fund adviser
12
Insurance company
13
State-licensed insurance producer
14
Commodity Exchange Act registered entity
15
Accounting firm
16
Public utility
17
Financial market utility
18
Pooled investment vehicle
19
Tax-exempt entity
20
Entity assisting a tax-exempt entity
21
Large operating company
22
Subsidiary of certain exempt entities
23
Inactive entity
FinCEN has prepared the following Frequently Asked Questions (FAQs) in response to inquiries received relating to the Beneficial Ownership Information Reporting Rule.
