By Christine E. Taylor, Esq.
As of January 1, 2024, businesses across the United States are now burdened with an additional filing obligation due to the implementation of the Corporate Transparency Act (CTA). This legislation mandates that businesses not subject to an exemption must file a Beneficial Ownership Information Report (BOIR) with the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN).
Understanding the Reporting Timeline;
For businesses in existence before January 1, 2024, the clock is ticking as they must file their BOIR by January 1, 2025. Meanwhile, new entities created or registered in 2024 or later only have a 90-day window to submit the report to FinCEN. Businesses should not wait; there is an urgent need for businesses to familiarize themselves with the requirements imposed by the CTA and act promptly to ensure compliance.
Applicability For Business Entities
The CTA casts its regulatory net wide, applying to both limited liability companies and corporations throughout the U.S. Regardless of size or industry, companies falling within these categories are obligated to adhere to the reporting requirements set forth by the legislation. The CTA provides 23 exemptions from reporting requirements. Companies meeting any of these exemptions are relieved from the obligation to submit a BOIR to the CTA, offering a degree of flexibility within the regulatory framework. Exempt entities include investment companies, banks, insurance companies, tax-exempt entities, large operating companies, and more. Large operating companies are classified based on three criteria: having over 20 full-time employees in the United States, maintaining a physical office in the U.S., and filing a federal income tax return or information return in the U.S. for the preceding year, showcasing gross receipts or sales exceeding $5 million, excluding those from sources outside the United States.
For a full list of the exemptions, please visit: https://www.fincen.gov/boi/small-entity-compliance-guide
What Information Must be Disclosed?
Under the CTA, companies must fill out the report denoting specific information to FinCEN, including its legal name and current U.S. address. For foreign-based companies, this address may represent their U.S. operational location. Additionally, businesses are required to provide a taxpayer identification number and specify the jurisdiction where they were formed or registered.
For businesses established post-January 1, 2024, the reporting mandate extends to information about the business itself, its beneficial owners, and company applicants. This encompasses comprehensive data such as names, addresses, birthdays, identification numbers (e.g., license or passport number), and the jurisdiction of relevant documents. However, businesses established before this date are exempt from disclosing information regarding company applicants but still required to provide the required information about its beneficial owner(s), which includes similar data as what is required for company applicant(s). Note: this is the government’s movement towards businesses being more ‘transparent’ about ownership.
Who’s a “Beneficial Owner”?
Defining “Beneficial Owner” is instrumental to your reporting obligation. A “Beneficial Owner” is an individual who either has substantial managerial control over a Reporting Company or directly or indirectly owns over 25% of the ownership interests of a Reporting Company. There can be more than one and if so, that information should be disclosed in the report.
Who’s a “Company Applicant”?
A “Company Applicant” is an individual who filed the initial creation documents for a domestic reporting company or filed the documents for a foreign reporting company to do business in the United States. Again, information about company applicants is only required for companies that were created before January 1, 2024.
Updates or Inaccuracies from Initial Filing
If there are any changes or updates to the information filed previously to FinCEN, reporting companies have 30 days to submit an updated report. Additionally, if any information filed previously is discovered by a reporting company to be inaccurate, there is only a 14-day window for the reporting company to submit a corrected report after the date when the reporting company becomes aware of or has reason to believe that any previously submitted required information was inaccurate upon filing stands as inaccurate.
Navigating the BOI Report:
As businesses grapple with the intricacies of the BOIR, a seasoned legal team stands ready to provide expert guidance. A firm’s commitment to precision and adherence to FinCEN’s standards ensures seamless compliance for your business.
Tailored Representation for Your Business:
Every business is unique. Dedicated business and corporate law attorneys are committed to creating a custom-tailored model of representation aligned with your company’s specific needs.
There may be more changes to come as states across the U.S. may begin to enact similar legislation. Be sure to stay updated with the latest news from The Towne Law Firm, P.C. by following us on Facebook, LinkedIn, Instagram, or X.
For more information and to file, visit: https://www.fincen.gov/boi