BOI / Corporate Transparency Act
NOTE: Paul Dion’s office will NOT file BOI with FinCEN.
There are several third-party options for BOI reporting if you don’t want to submit the information yourself — Paul recommends CorpNet.
DO NOT IGNORE THIS IMPORTANT MESSAGE!!
$500/day fine coming your way if you don’t comply
NEW REPORTING REQUIREMENT FOR BUSINESS ENTITIES
BENEFICIAL OWNERSHIP REPORTING STARTS JANUARY 1, 2024
If you have problems understanding this, then you are not a candidate for do it yourself. Do not call us for explanations. Please reach out to your attorney or a third party.
See below for the following:
- Link to FinCEN to file on your own
- 3rd Party option (CorpNet)
- Who must file
- Who does Not have to file
- When to file
- Required Updates
- Who is a Beneficial Owner
- What you need to file a Beneficial Owner
- Third Party Beneficial Owners
- Reporting Requirements
- Reporting Timeframes
- FinCEN ID for 3rd party
- Company applicant needed for new filings
File on your own
File with FinCEN at https://www.fincen.gov/boi
Third Party filing
Many third parties are available
We recommend CorpNet:
Who must file
Based on the instructions from FinCEN, all of our clients who have the following must comply:
- Corporations
- S Corporations
- Limited Liability Companies
- Single Member Limited Liability Companies (SMLLC)
- Limited Liability Partnerships (in some states that must file with the Secretary of State)
- A business entity is any business that has registered with the Secretary of State in any state of the US
Businesses that DO NOT have to file
- Sole Proprietors (unless they are a SMLLC)
- Trusts
- Other exceptions we have determined not valid for any of our clients
When to file
If your entity was created on or before 12/31/2023, file no later than 12/31/2024.
If your entity is created on or after 1/1/2024, file within 90 days.
If your entity is created on or after 1/1/2025, file within 30 days.
UPDATES
When any changes occur, you must update the FinCEN report within 30 days.
Types of updates:
- Address of the company changes
- Address of the Beneficial Owner changes
- Ownership changes
- Ownership percent changes
- ID or passport has expired (a new, valid ID must be provided)
Who is a Beneficial Owner?
Beneficial ownership is not only the Stockholders and Partners but also anyone who directly or indirectly owns or controls 25% or more of the ownership interests.
What you need to file as Beneficial Owner
You will need to provide the full Name, Address, and unexpired ID of the Beneficial Owner. See below for ID requirements.
The CTA requires each Reporting Company to submit to FinCEN a BOI Report identifying each of its Company Applicants and Beneficial Owners:
- Full legal name;
- Date of birth;
- Current residential address (in the case of a Company Applicant who files a document to create or register a Reporting Company in the course of such individual’s business, a business street address is acceptable); and
- A unique identifying number from a non-expired identification document issued by U.S. govt.
Third Party Beneficial Owners
Third Party Beneficial Owners can file separately if they choose to avoid providing you with ID and other data they deem confidential.
The third party would create a FinCEN ID and provide you with that ID for reporting.
Considering the individual reporting requirements, we urge any of our clients who have entities with 3rd party partners or Stockholders to gather the information needed to comply.
Company Applicant Needed For New Filings
All new entities created after 1/1/2024 must include the Company Applicant on the filing.
A company applicant is the person who created the entity. E.g. Legal Zoom, CorpNet, or your attorney.
THE REPORTING REQUIREMENTS ARE AS FOLLOWS:
The Company will report the following:
- Its full legal name and any trade or alternative ‘doing business as’ names through which the Reporting Company is engaging in business;
- The street address of the “principal place of business” or primary street address of the location in the US where it conducts business (PO boxes or the address of a company formation agent or other third party are not acceptable);
- Its jurisdiction of formation or registration; and
- IRS issued tax identification number (“US TIN” or EIN)
Beneficial owner (filing for owners of 25% or more or controls 25% or more)
- Its full legal name and any trade or alternative ‘doing business as’ names through which the Reporting Company is engaging in business;
- The street address of the “principal place of business” or primary street address of the location in the US where it conducts business (PO boxes or the address of a company formation agent or other third party are not acceptable);
- Its jurisdiction of formation or registration; and
- IRS issued tax identification number (“US TIN” or EIN)
Reporting Timeframes
Reporting Companies will be required to abide by the following timeframes:
- One year for Reporting Companies created or registered to do business in the US prior to 1 January 2024, which will have until December 31 2024 to file their initial BOI Report with FINCEN;
- 90 calendar days for domestic Reporting Companies created, or foreign Reporting Companies registered to do business in the US for the first time, on or after the effective date of the Final Rule to file their initial BOI Report with FINCEN. The trigger to begin the reporting period is the earlier of the date on which:
- A Reporting Company receives actual notice that its creation (or registration) has become effective; or
- A Secretary of State, or similar office, first provides public notice, such as through a publicly accessible registry, that the domestic Reporting Company has been created or the foreign Reporting Company has been registered;
- 30 calendar days for updates if there is a change in the information previously reported to FinCEN; and
- 30 calendar days to file a corrected report from the date the Reporting Company becomes aware or has reason to know that the information previously provided to FinCEN was inaccurate and remains inaccurate.
FinCEN ID for 3rd party
A beneficial owner or company applicant can streamline the process if they don’t want to give you their confidential information by filing for a FinCEN ID. Then they only have to give you the FinCEN ID for you to report them as either type.
Who must file
Based on the instructions from FinCEN, all of our clients who have the following must comply:
- Corporations
- S Corporations
- Limited Liability Companies
- Single Member Limited Liability Companies (SMLLC)
- Limited Liability Partnerships (in some states that must file with the Secretary of State)
- A business entity is any business that has registered with the Secretary of State in any state of the US
Businesses that DO NOT have to file
- Sole Proprietors (unless they are a SMLLC)
- Trusts
- Other exceptions we have determined not valid for any of our clients
When to file
If your entity was created on or before 12/31/2023, file no later than 12/31/2024.
If your entity is created on or after 1/1/2024, file within 90 days.
If your entity is created on or after 1/1/2024, file within 30 days.
UPDATES
When any changes occur, you must update the FinCEN report within 30 days.
Types of updates:
- Address of the company changes
- Address of the Beneficial Owner changes
- Ownership changes
- Ownership percent changes
- ID or passport has expired (a new, valid ID must be provided)
Who is a Beneficial Owner?
Beneficial ownership is not only the Stockholders and Partners but also anyone who directly or indirectly owns or controls 25% or more of the ownership interests.
What you need to file the Beneficial Owner
To file, you will need the full Name, Address, and unexpired ID of the Beneficial Owner. See below for ID requirements.
For the Beneficial owner
The CTA requires each Reporting Company to submit to FINCEN a BOI Report identifying each of its Company Applicants and Beneficial Owners:
- Full legal name;
- Date of birth;
- Current residential address (in the case of a Company Applicant who files a document to create or register a Reporting Company in the course of such individual’s business, a business street address is acceptable); and
- A unique identifying number from a non-expired identification document issued by U.S. govt.
Third Party Beneficial Owners
Third Party Beneficial Owners can file separately if they choose to avoid providing you with ID and other data they deem confidential.
The third party would create a FinCEN ID and provide you with that ID for reporting.
Considering the individual reporting requirements, we urge any of our clients who have entities with 3rd party partners or Stockholders to gather the information needed to comply.
Company Applicant Needed For New Filings
All new entities created after 1/1/2024 must include the Company Applicant on the filing.
A company applicant is the person who created the entity. E.g. Legal Zoom, Corp net or your attorney.
THE REPORTING REQUIREMENTS ARE AS FOLLOWS:
The Company will report the following:
- Its full legal name and any trade or alternative ‘doing business as’ names through which the Reporting Company is engaging in business;
- The street address of the “principal place of business” or primary street address of the location in the US where it conducts business (PO boxes or the address of a company formation agent or other third party are not acceptable);
- Its jurisdiction of formation or registration; and
- IRS issued tax identification number (“US TIN” or EIN)
Beneficial owner (filing for owners of 25% or more or controls 25% or more)
- Its full legal name and any trade or alternative ‘doing business as’ names through which the Reporting Company is engaging in business;
- The street address of the “principal place of business” or primary street address of the location in the US where it conducts business (PO boxes or the address of a company formation agent or other third party are not acceptable);
- Its jurisdiction of formation or registration; and
- IRS issued tax identification number (“US TIN” or EIN)
Reporting Timeframes
Reporting Companies will be required to abide by the following timeframes:
- One year for Reporting Companies created or registered to do business in the US prior to 1 January 2024, which will have until December 31 2024 to file their initial BOI Report with FINCEN;
- 90 calendar days for domestic Reporting Companies created, or foreign Reporting Companies registered to do business in the US for the first time, on or after the effective date of the Final Rule to file their initial BOI Report with FINCEN. The trigger to begin the reporting period is the earlier of the date on which:
- A Reporting Company receives actual notice that its creation (or registration) has become effective; or
- A Secretary of State, or similar office, first provides public notice, such as through a publicly accessible registry, that the domestic Reporting Company has been created or the foreign Reporting Company has been registered;
- 30 calendar days for updates if there is a change in the information previously reported to FinCEN; and
- 30 calendar days to file a corrected report from the date the Reporting Company becomes aware or has reason to know that the information previously provided to FinCEN was inaccurate and remains inaccurate.
FinCEN ID for 3rd party
A beneficial owner or company applicant can streamline the process if they don’t want to give you their confidential information by filing for a FinCEN ID. Then they only have to give you the FinCEN ID for you to report them as either type