FINCEN BOI REPORTING
Since January 1, 2024, most companies created in or registered to do business in the U.S. will need to report information on their beneficial owners to the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA).
The Corporate Transparency Act (CTA) was enacted as part of the National Defense Act for Fiscal Year 2021. The CTA mandates that millions of entities report their beneficial ownership information (B01) to the Financial Crimes Enforcement Network (FinCEN). This resource is meant to provide a preliminary overview of the provisions in the CTA.
Who is required to report under the CTA’s BOI reporting requirement?
All domestic and foreign entities that have filed formation or registration documents with a U.S. state (or Indian tribe), unless they meet one of 23 enumerated exceptions.
-
EXEMPT: large operating entities that meet all the following criteria:
-
Employ more than 20 people in the U.S.
-
Had gross revenue (or sales) over $5 million on the prior year’s tax return.
-
Has a physical office in the U.S.
-
-
EXEMPT: publicly traded companies that have registered under Section 702 of SOX
When must companies file?
-
New entities (created/registered after Dec. 37, 2023) – must file within 30 days
-
Existing entities (created/registered before Jan. 1, 2024) – must file by Jan. 1, 2025
-
Reporting companies that have changes to previously reported information or discover inaccuracies in previously filed reports – must file within 30 days.
What information do companies need to report?
Each company must report the information below.
-
Full legal name of the reporting company and any trade or DBA names
-
Business address
-
State or Tribal jurisdiction of formation or registration
-
IRS TIN
In addition, each reporting company must report the following details on its beneficial owners and, for newly created entities, its company applicant(s):
-
Name
-
Birthdate
-
Address
-
Unique identifying number and issuing jurisdiction from an acceptable identification document (and image of such document)
Who is a beneficial owner?
Any individual who, directly or indirectly, either:
-
Exercises substantial control over a reporting company, or
-
Owns or controls at least 25% of the ownership interests of a reporting company
What are the taxpayer penalties for noncompliance with the statute?
-
Civil penalties are up to $500 per day that a violation continues.
-
Criminal penalties include a $10,000 fine and/or up to two years of imprisonment.
How to file your FinCEN BOI report?
Our firm can file your report. Please call or email us if you would like help with this mandatory filing. We use a secure specialized service, FincenFetch, to make this process easy for you. It also allows reports to be updated, as required by law, for any changes in BOI information. Updates must be filed within 30 days of any changes.
You can also file your own report directly with FinCEN for free. If you choose this method, please inform yourself of the rules on the FinCEN.gov/BOI website before submitting your information.