12/4/24 Update: A federal court has issued a nationwide injunction temporarily blocking enforcement of the Corporate Transparency Act and its reporting requirements. As of this update, businesses are not required to comply with the reporting requirements.

Beginning January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) began accepting Beneficial Ownership Information Reports (BOIR). The reports are a new compliance requirement enacted by the Corporate Transparency Act that affects many small businesses. We’ve outlined a few points relevant to our business clients below. You can read more on FinCEN’s BOI site.

Key Deadlines for BOI reporting

There is no annual filing, only the initial and updated filings.

• Businesses formed before January 1, 2024, have until January 1, 2025, to file their initial report.
• Businesses formed in 2024 have 90 days (extended from 30 days on November 29, 2023) to file their initial report.
• Beginning January 1, 2025, new businesses will have 30 days to file their initial report.
• A business has 30 days to file an updated report when beneficial owner or company information changes.

Does my business need to file?

If your business is a corporation, LLC, or registered with the Secretary of State, then you may need to file. Check out FinCEN’s flowchart.

We encourage you to read and understand the reporting requirements. Individuals violating the BOI reporting requirements may be subject to penalties up to $500 a day, this includes filing updated reports.

What information is needed in a BOI report?

The information required in the report is straightforward. The reporting company provides their business name, DBAs, address, jurisdiction, and taxpayer identification number. While beneficial owners provide their name, date of birth, address, and an identification document (passport, driver’s license).

Who is a beneficial owner?

A beneficial owner directly or indirectly owns at least 25% and/or exerts substantial control in the business. This is an important to understand as beneficial owners may include non-owners. So, take some time to review the non-shareholders who exercise substantial control and could be beneficial owners. See more on FinCEN’s FAQs.

How do I file my BOI report?

File your BOI report through the FinCEN’s BOI E-filing System.

BOI reporting falls in the area of legal compliance and our firm does not provide legal advice. So, if you have questions or need help with filing, we recommend speaking with your legal counsel.

In conclusion, read through the resources and understand the filing requirements. This has been in the works for many years now so it’s unlikely there will be any major changes or extensions. We will send out reminders as the January 1, 2025 filing deadline gets closer.