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Corporate Transparency Act

FinCEN Beneficial Ownership Information Report

Effective January 1, 2024, The Corporate Transparency Act (CTA) requires many entities doing business in the US to report information about the individuals who ultimately own or control them (beneficial owners). Beneficial owner information (BOI) reporting is not an annual requirement. Entities only need to submit reports once, unless the reported information needs to be updated or corrected.

Companies that are required to comply ("reporting companies") must file their initial reports by the following deadlines:

Reporting companies created or registered to do business in the US before January 1, 2024, must file their BOI reports by January 1, 2025.

Reporting companies created or registered to do business in the US in 2024 have 90 calendar days to file after receiving notice that the company's creation or registration is effective.

Using the link below, reporting companies may upload a completed PDF file on the FinCEN website or fill out a web-based version of the report and submit it online.

https://boiefiling.fincen.gov/fileboir

 Below are a few frequently asked questions regarding the filing requirements:

Businesses that must report

CTA covers and applies to any of the following business entities incorporated or organized in any of the 50 United States, unless an exemption exists:

  • Corporations

  • Limited liability companies

  • Limited liability partnerships

  • Limited liability limited partnerships

  • Business trusts

  • Limited partnerships

  • All business entities formed under the laws of a foreign country and registered to do business in any state in the United States

 Businesses that are exempt from reporting

CTA expressly excludes from the definition of a reporting company 23 categories of larger, more highly regulated entities, and other entities that may be subject to different ownership reporting requirements. These include but are not limited to:

  • Large Operating Companies with (1) more than 20 full-time employees, (2) an operating presence at a physical office within the United States; and (3) reported income, gross receipts, or sales of $5 million or more on its prior year federal tax return

  • Investment Companies and Investment Advisors

  • Insurance Companies and Insurance Producers

  • Venture Capital Fund Advisors

  • Pooled Investment Vehicles

  • Certain other highly regulated entities 

Information that must be reported

Information regarding Company

The company must disclose the following information:

  • Full legal name of the reporting company including any fictitious business names

  • Current physical address

  • State of formation

  • IRS Taxpayer Identification Number

 Information regarding Beneficial Owners and Company Applicants

The report must identity the company’s beneficial owners. Beneficial owners include any person who either directly or indirectly exercises substantial control over the company (for example, senior officers, persons having authority over appointment or removal of such officers, important decision-maker), or who owns or controls 25% or more of the ownership interests of the company.

Reporting requires that the following information for each individual named above be filed with FinCEN:

  • Full legal name

  • Date of birth

  • Complete current residential address of beneficial owners

  • A copy of an unexpired identification document (Passport or State Driver’s License)

An updated report needs to be filed whenever the company information listed above changes, or whenever there are any changes to the beneficial owners of the company.

Note: There are steep penalties for violating the reporting requirements of the Act. Willfully providing false information to FinCEN or failing to report complete information to FinCEN can result in fines up to $10,000 and imprisonment for up to two years.