Beneficial Ownership Information Reporting

In 2021, the Corporate Transparency Act was passed by Congress, ushering in a new era of transparency in the United States. This law establishes a mandatory reporting requirement for beneficial ownership information, as part of the U.S. government’s ongoing efforts to combat illicit activities facilitated by shell companies and complex ownership structures.

New Federal Mandate for Beneficial Ownership Information (BOI)

Starting from January 1, 2024, numerous U.S. companies will be obligated to disclose details about their beneficial owners—namely, the individuals who hold ultimate ownership or control over the company. These companies must submit this information to the Financial Crimes Enforcement Network (FinCEN), a bureau within the U.S. Department of the Treasury.

For assistance in complying with this reporting requirement, it is advisable to consult FinCEN’s Small Entity Compliance Guide, designed to aid small businesses in navigating the process.

Who Must Report?

Entities subject to this reporting requirement are referred to as reporting companies. Reporting companies are responsible for gathering information from their beneficial owners and submitting it to FinCEN. Your company falls under this category if:

  1. It is a corporation, a limited liability company (LLC), or was established within the United States by filing documents with a secretary of state or equivalent authority under state or tribal law.
  2. It is a foreign company registered to conduct business in any U.S. state or Indian tribe through a similar filing.

Who Is Exempt from Reporting?

Beneficial ownership information reporting requirements do not apply to twenty-three specific types of entities, including publicly traded companies, nonprofit organizations, and certain large operating companies. To determine whether your company qualifies for an exemption, consult FinCEN’s Small Entity Compliance Guide, specifically Chapter 1.2.

How to Submit a Report?

Reporting companies must electronically submit beneficial ownership information through FinCEN’s website: www.fincen.gov/boi. The system will generate a confirmation of receipt once a report is successfully filed with FinCEN.

When Should You Report?

Reporting can commence on January 1, 2024, with varying deadlines based on your company’s registration date:

  • If your company was established or registered before January 1, 2024, you have until January 1, 2025, to submit BOI.
  • If your company was established or registered on or after January 1, 2024, and before January 1, 2025, you must report BOI within 90 calendar days of receiving official or public notice of your company’s creation or registration.
  • If your company was created or registered on or after January 1, 2025, you must file BOI within 30 calendar days after receiving official or public notice of its creation or registration.
  • Any updates or corrections to previously filed beneficial ownership information must be submitted within 30 days.

Please note that FinCEN cannot accept reports before January 1, 2024.

Where to Find More Information?

For additional guidance materials and information, please visit www.fincen.gov/boi.

This page serves an explanatory purpose and does not alter or supplement any statutory or regulatory obligations. For detailed provisions, refer to the Beneficial Ownership Information Reporting Regulations, accessible at www.fincen.gov/boi.

U.S. Department of the Treasury Financial Crimes Enforcement Network www.fincen.gov/boi

FinCEN Updates Frequently Asked Questions on Beneficial Ownership Information

The Financial Crimes Enforcement Network (FinCEN) has recently updated its Frequently Asked Questions (FAQs) regarding Beneficial Ownership Information (BOI). These FAQs cover general inquiries, the reporting process, requirements for reporting companies, initial and updated reports, compliance and enforcement, FinCEN identifiers, and third-party service providers. Commencing January 1, 2024, many U.S. companies will be required to report information about their beneficial owners—those individuals with ultimate control or ownership of the company. FinCEN will continue to provide guidance on the submission of beneficial ownership information.

For Frequently Asked Questions, visit: www.fincen.gov/boi-faqs

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