The Corporate Transparency Act requires Corporations, Limited Liability Companies, and any entity structure created by the filing of a document with the secretary of state or similar office to file a report electronically via FinCEN’s website disclosing ownership, substantial control and creation.
The report is to be filed with the Financial Crimes Enforcement Network (FinCEN) – a bureau of the U.S. Department of the Treasury. There is no annual filing requirement, but if information changes an update must be filed within 30 days of the change. A brief overview of this new law may be found in the FinCEN brochure, “Beneficial Ownership Information.”
- Businesses created or registered prior to January 1, 2024, have until January 1, 2025, to report their beneficial ownership information (BOI). These businesses will report BOI but are not required to report company applicant information (CAI).
- Businesses created or registered on or after January 1, 2024, and before January 1, 2025, have 90 calendar days after receiving actual or public notice that the company’s creation or registration is effective – whichever is earlier – to report BOI. These businesses are also required to report CAI.
- Businesses created or registered after January 1, 2025, have 30 calendar days after receiving actual or public notice that the company’s creation or registration is effective – whichever is earlier – to report BOI. These businesses are also required to report CAI.
As with most tax law, there are exceptions to the rules; some entities are exempt from the filing of beneficial owner and company applicant information. While large businesses with several employees may qualify for exemption, most small business owners will need to file this report. Information regarding which businesses may qualify for exemption may be found in the FinCEN brochure, “BOI Small Entity Compliance.”
Reporting beneficial ownership and company applicant information is not part of the annual tax return, and as such this report may be easily overlooked by many small business owners. You may want to pass this information forward to any business owners you know so they may determine whether or not they have a filing requirement. A comprehensive collection of FAQs may be found at https://www.fincen.gov/boi-faqs. Failing to comply with this reporting requirement can result in civil penalties and/or imprisonment.
Business owners or their staff may complete these filings in-house; for information visit www.fincen.gov/boi
WEBlog Research Links
FinCEN webpage >home< Beneficial Ownership Information — https://www.fincen.gov/boi
FinCEN webpage >FAQs< Beneficial Ownership Information — https://www.fincen.gov/boi-faqs
FinCEN brochure, “Beneficial Ownership Information” — https://www.fincen.gov/sites/default/files/shared/BOI%20Informational%20Brochure%20508C.pdf
FinCEN brochure, “BOI Small Entity Compliance” — https://www.fincen.gov/boi/small-entity-compliance-guide
Corporate Transparency Act, text — https://www.fincen.gov/sites/default/files/shared/Corporate_Transparency_Act.pdf