02/20/2024
The Corporate Transparency Act (CTA) and filing the Beneficial Ownership Information (BOI) report to FinCEN for your business
This important resource including links below is being provided courtesy of Unbehagen Advisors to small business owners so they may further understand and comply with this new statute to avoid possible serious civil penalties of up to $500 per day and criminal penalties of a $10,000 fine and/or up to two years of imprisonment.
This is not an IRS or tax related requirement. It is a new Federal requirement for certain small businesses to report their Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN) of the US Government. FinCEN estimates that this will impact an estimated 33 million US small businesses.
Effective January 1, 2024, the Corporate Transparency Act (CTA) initiated a new era of disclosure and transparency for businesses. This legislation, geared towards combating financial crimes and enhancing national security, holds significant implications for small business owners. By mandating businesses to disclose information about their beneficial owners through the BOI report, the legislation seeks to deter the misuse of companies for criminal purposes.
Who is required to report under the CTA's BOI reporting requirement?
• All domestic and foreign entities (eg. LLC's and Corporations, among others) that have filed formation or registration documents with a US state (or Indian tribe), UNLESS they meet one of twenty-three (23) reporting exemptions (see Section C.2. of FinCEN FAQs for a full summary list of exemptions). One of the exemptions is for larger US businesses -- if all apply: If a business employs more than 20 "full time" employees in the US, had gross receipts or sales of over $5 million on the prior year's US tax return, and had a physical office in the US. FinCEN FAQs: https://www.fincen.gov/boi-faqs
• For a detailed explanation and checklist of all twenty-three (23) reporting exemptions go to Section 1.2 of the FinCEN BOI Small Business Compliance Guide:https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf
• Note: If a company is required to file the report they are called a 'reporting company'.
When must companies file?
• New entities (created/registered after December 31, 2023) -- must file within 90 days of creation/registration.
• Existing entities (created/registered before January 1, 2024) -- must file before January 1, 2025.
• Reporting companies that have changes to previously reported information or discover inaccuracies in previously filed reports -- must file within 30 days. This means in the future if any information that was previously reported changes it must be updated within 30 days to FinCEN.
What information do companies need to report?
• Full legal name of the reporting company and any trade or DBA names
• Business address
• State or tribal jursidiction of formation or registration
• IRS TIN
• Details on its "beneficial owner(s)" and, for newly created entities, its company applicant(s). This includes their name, birthdate, home address, unique identifying number and issuing jurisiction from an acceptable indentification document (an image of such document). Meaning, you would upload a image of a drivers licence or passport, etc.
Who is a "beneficial owner" of a company according to the filing requirement?
• A beneficial owner is ANY individual who, directly or indirectly: Exercises substantial control over a reporting company; OR Owns or controls at least 25 percent of the ownership interests of a reporting company.
• A further explanation and more detailed definition of a "beneficial owner" is provided in Section 2 of the FinCEN Small Business Compliance Guide:https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf
Where do companies file the FinCEN BOI report online?
Go to BOI E-FILING (fincen.gov) to file a "BOIR" online here: https://boiefiling.fincen.gov/
What are sources of information?
• FinCEN.gov Small Business Compliance Guide: https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf
• FinCEN.gov FAQs: https://www.fincen.gov/boi-faqs
• About the Corporate Transparancy Act (CTA): https://home.treasury.gov/news/press-releases/jy1974
• FinCEN BOI Fact Sheet: https://www.fincen.gov/beneficial-ownership-information-reporting-rule-fact-sheet
Please review the links and resources provided carefully to determine your specific filing requirements. This information is for general purposes only and every specific situation may vary.
This information is current as of February 20, 2024 and any updates that may impact this information are not current after this date.
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