Is Your Business Prepared for Beneficial Information Ownership Reporting?

January 02 , 2024

Starting on January 1, 2024, over 30 million businesses, including U.S. corporations, limited liability companies (LLCs), and foreign entities operating in the United States, will face new obligations under the Beneficial Ownership Information (BOI) Reporting requirement.

In this guide, we will thoroughly explore the specifics of BOI reporting, exemptions provided by the CTA, and the consequences of non-compliance. Whether you are a domestic company or a foreign entity, understanding your reporting obligations and navigating the intricacies of BOI reporting is essential.

What Is Beneficial Ownership Information Reporting?

The Beneficial Ownership Information Reporting (BOI), established by the Corporate Transparency Act (CTA), places the primary responsibility on reporting entities to identify and disclose personal identifying information about beneficial owners, and in certain cases, individuals who initiated the business formation or registration process with government authorities.

These comprehensive reports must be submitted directly to FinCEN, a division of the Department of the Treasury. It is crucial to emphasize the seriousness of potential penalties, underscoring the importance of timely and accurate reporting for legal compliance.

The BOI report serves as a crucial tool for promoting transparency and preventing financial crimes. By collecting comprehensive information about entities and the individuals associated with them, these regulations aim to enhance accountability and ensure that entities are aware of and compliant with their reporting obligations.

What is a Reporting Company?

Reporting companies are specific types of businesses that are obligated to comply with beneficial ownership reporting requirements. They fall into two categories:

• Domestic Companies: These are U.S.-based businesses structured as corporations, limited liability companies (LLCs), or other legal entities. They are considered reporting companies if they were established by filing relevant documents with a secretary of state or a similar office within the United States.
• Foreign Entities: Foreign entities refer to companies formed under the laws of a foreign country. They become reporting companies if they register to do business in the United States by filing necessary documents with a secretary of state or an equivalent office.

The Corporate Transparency Act (CTA) provides exemptions for certain entity types. There are 23 specific types of entities that qualify for exemptions, primarily because such entities are already subject to reporting requirements under other financial regulations. These exempted entity types include:

1. Securities reporting issuer
2. Governmental authority
3. Bank
4. Credit union
5. Depository institution holding company
6. Money services business
7. Broker or dealer in securities
8. Securities exchange or clearing agency
9. Other Exchange Act registered entity
10. Investment company or investment adviser
11. Venture capital fund adviser
12. Insurance company
13. State-licensed insurance producer
14. Commodity Exchange Act registered entity
15. Accounting firm
16. Public utility
17. Financial market utility
18. Pooled investment vehicle
19. Tax-exempt entity
20. Entity assisting a tax-exempt entity
21. Large operating company
22. Subsidiary of certain exempt entities
23. Inactive entity

These exemptions play a crucial role in determining whether a reporting company is required to submit Beneficial Ownership Information (BOI) reports to FinCEN. Each exemption category has its own set of rules and guidelines, offering relief from reporting obligations for eligible entities.

Who is a Beneficial Owner?

Beneficial Owners are crucial figures within the entity and can be characterized in two primary ways:

• Exercising Substantial Control: Beneficial owners in this category exercise significant influence over the entity’s day-to-day operations and decision-making processes. They may hold a senior officer position, have authority to appoint or remove important officers or directors, serve as influential decision-makers, or have other forms of substantial control.
• Ownership Interests: Beneficial owners in this category own or control at least 25 percent of the entity’s ownership interests. Ownership interests can manifest in various forms, such as equity, stock, voting rights, capital or profit interests, convertible instruments, options, or other mechanisms signifying ownership.

Who is a Company Applicant?

Company applicants are individuals who played a significant role in the formation or registration of the entity. For companies established after a certain date, they must identify at least one but no more than two company applicants. These applicants must be natural persons, and the information required for them mirrors the same details requested for beneficial owners.

When to Submit Your Initial BOI Report

Determining when your company should file its initial BOI report is essential for compliance with the CTA. The timing varies based on your company’s specific situation:

• For Existing Companies as of January 1, 2024: If your company was already established before January 1, 2024, you have until January 1, 2025, to submit your initial BOI report. This provides you with a one-year window to fulfill this requirement.
• For Companies Created or Registered On or After January 1, 2024, but Before January 1, 2025: You should file your initial report within 90 calendar days from the earlier of the date you receive actual notice of your registration to do business or the date when the secretary of state or a similar office publicly announces your registration. The extension for companies in this category created or registered in 2024 offers additional time to grasp the new reporting obligation and gather the necessary information for your filings.
• For Companies Created or Registered After January 1, 2025: If your company was formed or registered after January 1, 2025, you must submit your initial BOI report within 30 days of receiving notice that your company’s creation or registration has taken effect. This notice may come directly from the secretary of state or a similar office.

Ongoing Reporting Obligations

For reporting companies, their responsibilities extend beyond the initial filing. If there are changes to the provided information, prompt action is essential. Reporting companies must update their information with FinCEN within 30 days of such changes.

Additionally, if inaccuracies are discovered, corrections must also be made within 30 days from when the reporting company becomes aware of them or has reasonable grounds to suspect them. This ensures the accuracy and integrity of the reported data throughout the reporting period.

What are the Consequences of Non-Compliance?

Ensuring compliance with the BOI reporting requirement is of utmost importance to avoid potential repercussions:

• Willful Non-Compliance: Failure to report or providing intentionally false or fraudulent information can lead to severe consequences, including civil and criminal penalties. These penalties may encompass fines, imprisonment for up to two years, or both. Specifically, civil penalties can amount to up to $500 for each day that the violation persists, while criminal penalties may include fines of up to $10,000. It’s crucial to act in good faith and provide accurate information to avoid these sanctions. In cases of non-compliance, senior officers of an entity may also be held accountable for the failure to file a required BOI report. This underscores the shared responsibility within an organization to adhere to reporting requirements and ensure transparency.
• Safe Harbor for Voluntary Corrections: If you identify inaccuracies or omissions in a report filed with FinCEN and voluntarily submit a corrected report within 30 days of the original report’s deadline, you may qualify for a “safe harbor” from penalties. This provision allows you to rectify mistakes promptly and demonstrates a commitment to compliance.

Simplifying BOI Reporting for You

Eco-Tax is here to provide you with comprehensive support for BOI Reporting. With the new reporting requirements set to take effect in 2024, we understand the importance of compliance and the associated complexities. Our dedicated team is prepared to assist your small business every step of the way.

Ready to get started? Contact us today and let Eco-Tax simplify the reporting process, ensuring that you remain compliant while focusing on your business success. Your compliance is our priority.