This week we want to take the opportunity to remind you that, under the Corporate Transparency Act: 31 U.S.C. 5336 (“CTA”), the deadline to report Beneficial Ownership Information (“BOI”) for certain covered Reporting Companies that were created or registered to do business before January 1, 2024, is expiring on January 1, 2025. Please note that any Reporting Company created or registered on or after January 1, 2024, but before January 1, 2025, will have ninety (90) days to file its initial BOI report from the earliest date of notice of its creation.
According to the CTA, Reporting Companies will fall into two categories:
(1) domestic reporting companies
(2) foreign reporting companies.
A. Domestic reporting companies: These will include corporations, limited liability companies, and any other entities created by the filing of a document with a secretary of state or any similar office in the United States.
B. Foreign reporting companies: These will include entities (inclusive of corporations and limited liability companies) formed under the laws of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office.
BOI refers to identifying information about the individuals who directly or indirectly own at least a 25% interest in the Reporting Company or who otherwise exercise “substantial control” over the Reporting Company.
REPORTABLE INFORMATION FOR BENEFICIAL OWNERS INCLUDES:
i. The full legal name and any trade name or “doing business as” name of the Reporting Company;
ii. A complete current address;
iii. The State, Tribal, or foreign jurisdiction of formation or registration of the Reporting Company;
iv. The IRS Taxpayer Identification Number (including Employer Identification Number)
v. Valid governmentally issued Photo Identification (such as a Driver’s License or Passport)
There is no filing charge to complete your BOI report and all submissions can be made online. Below for your convenience are separate links to the FIN CEN registration page where you can file your BOI report as well as to a list of FAQs which provide more detailed information on the BOI filing process and requirements.
https://www.fincen.gov/boi
https://www.fincen.gov/sites/default/files/shared/BOI-FAQs-QA-508C.pdf
If your entity does not fall within an exemption category, (NOTE: the above links provide detailed information on possible exemptions from BOI reporting requirements), it is very important to timely file your BOI reports as fines for failure to file can be significant (up to $500/day and could also subject non-filers to criminal penalties).
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