CORPORATE TRANSPARENCY ACT

This law, passed in 2021, created a new beneficial ownership information (BOI) reporting requirement. Starting January of 2024, this report will be required for many entities, as part of the U.S. government’s efforts to address financial crimes.

FinCEN announced (https://www.fincen.gov/news/news-releases/fincen-issues-compliance-guide-help-small-businesses-report-beneficial-ownership) a new Small Entity Compliance Guide (https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide_FINAL_Sept_508C.pdf) to assist the small business community in learning about and complying with the beneficial ownership information (BOI) (https://www.fincen.gov/boi) reporting rule. Many entities created in, or registered to do business in, the United States will be required to report to FinCEN information about their beneficial owners—the individuals who ultimately own or control a company.

FinCEN has issued FAQs (https://www.fincen.gov/boi-faqs) about the BOI reporting requirements that incorporate content from the Small Entity Compliance Guide (https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide_FINAL_Sept_508C.pdf).

Important! As of January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) is now accepting U.S. Beneficial Ownership Information through the FinCEN’s secure website (https://www.fincen.gov/news/news-releases/us-beneficial-ownership-information-registry-now-accepting-reports).

Filing is simple, secure, and free of charge through FinCEN’s secure website. Refer to the Beneficial Ownership Information Report Filing Instructions (https://boiefiling.fincen.gov/75fd0f84c6a291caf6c6.pdf).

Two methods (https://boiefiling.fincen.gov/fileboir) for filing the Beneficial Ownership Information Report (BOIR)

• File PDF BOIR
  • Adobe Reader is required
  • Capability to prepare report offline at your own pace and save as you go
  • Reuse PDF BOIR when filing updates/corrections
  • Download BOIR transcript upon submission
• File Online BOIR
  • Adobe Reader NOT required
  • Prepare report online and submit now
  • Prepare new Online BOIR when filing updates/corrections.  Important! Any subsequent updates or corrections will necessitate re-entering all the data.
  • Download BOIR transcript upon submission
• Beneficial ownership information reporting is not an annual requirement.  A report only needs to be submitted once, unless the filer needs to update or correct information.
• Companies that are required to comply must file by the following deadlines:
  • Reporting companies created or registered to do business in the United States before January 1, 2024 must file by January 1, 2025.
  • Reporting companies created or registered to do business in the United States in 2024 have 90 calendar days to file after receiving actual or public notice that their company’s creation or registration is effective.

On November 7, 2023, FinCEN issued (https://www.fincen.gov/news/news-releases/fincen-finalizes-rule-use-fincen-identifiers-beneficial-ownership-information) a final rule that specifies the circumstances in which a reporting company may report an entity’s FinCEN identifier in lieu of information about an individual beneficial owner. A FinCEN identifier is a unique number that FinCEN will issue upon request after receiving required information. Although there is no requirement to obtain a FinCEN identifier, doing so can simplify the reporting process and allows entities or individuals to provide the required identifying information directly to FinCEN. The final rule will be effective January 1, 2024, to align with the effective date of the BOI Reporting Rule. To learn more about FinCEN identifiers, see Chapter 4.3 of FinCEN’s Small Entity Compliance Guide (https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide_FINAL_Sept_508C.pdf).

On November 30, 2023, FinCEN issued (https://www.federalregister.gov/documents/2023/11/30/2023-26399/beneficial-ownership-information-reporting-deadline-extension-for-reporting-companies-created-or) a deadline extension amending the beneficial ownership information (BOI) reporting rule for entities created or registered on or after January 1, 2024, and before January 1, 2025, to give those entities additional time to understand the new reporting obligation. This amendment extends the filing deadline from 30 calendar days to 90 calendar days. Entities created or registered on or after January 1, 2025, though, will continue to have 30 calendar days to file their BOI reports with FinCEN.

More information is available on the FinCEN’s BOI website (https://www.fincen.gov/boi).