Table of Contents
For those business owners who operate companies that are registered as a corporation or an LLC (limited liability company), or if are registered to do business in any U.S. state but are a foreign company, there’s a new filing requirement that you need to be aware of.
As part of the Corporate Transparency Act (CTA), a federal law which became effective January 1, 2024, businesses must report their information about the individuals who ultimately own or control them (referred to as BOI or Beneficial Ownership Information) to the Financial Crimes Enforcement Network (FinCEN). This is in an effort to combat money laundering and identifying shell corporations.
Who Has to Report BOI?
Your company may need to report information about its beneficial owners if it is:
1. A corporation, a limited liability company (LLC), or was otherwise created in the United States by filing a document with the Secretary of State or any similar office under the law of a state or Indian tribe; or
2. A foreign company and was registered to do business in any U.S. state or Indian tribe by such a filing.
Who Does Not Have to Report?
For those companies that are not registered with the Secretary of State or any similar office, such as sole proprietorships, they are not required to file BOI.
In total, 23 types of entities are exempt from beneficial ownership information reporting requirements, including publicly traded companies, nonprofits, and certain large operating companies.
What are the Filing Deadlines?
1. If your company was created or registered prior to January 1, 2024, you will have until January 1, 2025, to report BOI.
2. If your company was created or registered in 2024, you must report BOI within 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective, whichever is earlier.
3. If your company is created or registered on or after January 1, 2025, you must file BOI within 30 calendar days after receiving actual or public notice that its creation or registration is effective.
4. Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days.
Filing is simple, secure and free of charge. BOI is not an annual requirement, and will only need to be filed once, unless there is a change or update to the company ownership information.
To report your company’s BOI electronically, visit FinCEN at www.fincen.gov/boi.
For more information about the requirement and possible exemptions, visit www.fincen.gov/boi, submit your questions to FinCEN at www.fincen.gov/contact or leave a voice message on the Regulatory Helpline (800) 767-2825 (toll free) or (703) 905-3591.
Additional resources can be found at www.fincen.gov/boi/reference-materials or www.fincen.gov/resources/statutes-and-regulations/cdd-final-rule.
