As we near the end of 2024, we’d like to remind you that your reporting company must file a Beneficial Ownership Information Report (BOIR) with the U.S. Department of Treasury, Financial Crimes Enforcement Network (FinCEN). This BOIR must identify the beneficial owners and anyone with “substantial control” of the reporting company. This informational blog post will cover filing deadlines, requirements, and miscellaneous FAQs. Should you have any questions, please get in touch with us – we are happy to discuss the Corporate Transparency Act (CTA) and simple ways to file your BOIR.
What is the Corporate Transparency Act (CTA)?
According to the American Bar Association, the Corporate Transparency Act (CTA) is intended to provide law enforcement with beneficial ownership information to detect, prevent, and punish terrorism, money laundering, and other criminal misconduct through business entities. It significantly burdens small businesses that are required to collect beneficial ownership information.
FinCEN, a bureau of the U.S. Department of the Treasury, oversees the CTA. The Secretary of the Treasury appoints the Director of FinCEN and reports to the Treasury Under Secretary for Terrorism and Financial Intelligence. FinCEN’s mission is to safeguard the financial system from illicit use, combat money laundering, and promote national security by collecting, analyzing, and disseminating financial intelligence and strategic use of financial authorities.
When do I Need to File My Company’s Beneficial Owner Information with FinCEN?
A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial beneficial ownership information report.
A reporting company created or registered on or after January 1, 2024, and before January 1, 2025, will have 90 calendar days after receiving notice of the company’s creation or registration to file its initial BOI report. This 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier.
Reporting companies created or registered on or after January 1, 2025, will have 30 calendar days from actual or public notice that the company’s creation or registration is effective to file their initial BOI reports with FinCEN.
In summary:
Existing Entities: Due by January 1, 2025
New entities created or registered in 2024: Due 90 days after filing
New entities created or registered in 2025: Due 30 days after filing
When Do I Need to File Updates to the Beneficial Owner Report?
If there are any changes to the reported information about your company or its beneficial owners, your company must file an updated report no later than 30 days after the date of the change.
A reporting company is not required to file an updated report for changes to previously reported information about a company applicant.
Chapter 6.1, “What should I do if previously reported information changes?” of FinCEN’s Small Entity Compliance Guide provides additional information. [Issued September 18, 2023]
Types of Changes that Require Updates to the BOIR
Reporting companies are required to update and correct any information in a previously filed BOI report. If you have obtained a FinCEN identifier, you must also update and correct previously reported information. Your company must file an updated BOI report no later than 30 days after the date on which the change occurred. All companies have a 30-day grace period to amend inaccuracies without penalty.
Types of changes include:
- Any change to a beneficial owner’s legal name, address, or unique identifying number as provided.
- Any changes to the unique identifier number, including driver’s license or passport. Note: the update should be filed if the beneficial owner moves to a different state and gets a new driver’s license with a different number.
- Any changes to the reporting company itself, including filing a new DBA.
- When a beneficial owner dies, resulting in changes to the reporting company’s beneficial owners, report those changes within 30 days of the deceased beneficial owner’s estate being settled. The updated report should identify any new beneficial owners to the extent appropriate.
- If you file a BOIR and then become exempt, then you must amend the BOIR to say you are now exempt
If you file the entity in additional states, you do not need to file a change or additional BOI reports.
FinCEN Extends Deadline for Hurricane-Effected Locations
Reporting companies in areas affected by natural disasters may qualify for extensions on their initial report. If your reporting company’s BOIR deadline falls within the period starting one day before the FEMA-designated disaster date and ending 90 days afterward, it may be eligible for BOIR reporting relief. Refer to FEMA and FinCEN guidelines for further information on disaster-affected deadlines.
From fincen.gov/boi:
As further explained in the ‘Notices,’ to qualify, a reporting company must have a BOI reporting deadline falling within the period beginning one day before the date the specified disaster began – as indicated by the Federal Emergency Management Agency (FEMA) – and ending 90 days after that date. (Where multiple disasters with different starting dates are related to the same storm, FinCEN used the earliest dates.)
A reporting company must also be located in an area designated by FEMA as qualifying for individual or public assistance and by the Internal Revenue Service as eligible for tax filing relief. Please refer to the applicable Notice for specific information.
- NOTICE: FinCEN Provides BOI Reporting Relief to Victims of Hurricane Beryl
- NOTICE: FinCEN Provides BOI Reporting Relief to Victims of Hurricane Debby
- NOTICE: FinCEN Provides BOI Reporting Relief to Victims of Hurricane Francine
- NOTICE: FinCEN Provides BOI Reporting Relief to Victims of Hurricane Helene
- NOTICE: FinCEN Provides BOI Reporting Relief to Victims of Hurricane Milton
How Do I File Updates to the Initial Beneficial Owner Report?
Corp1’s Annual Report & Corporate Transparency Act (CTA) Premium Filing & Monitoring Service powered by SingleFile makes managing Annual Reports and the new CTA mandates a breeze. This technology-powered platform helps thousands of organizations and advisors schedule, pay, and file on time, reducing time, errors, and missed deadlines.
Subscribing to this service removes the hassle of remembering to pay and file, risks incurring penalties and interest, and possibly going into inactive status. It also allows you to subscribe and file your new Beneficial Ownership Information Report (BOIR) under the CTA requirements. You can file and make any corrections or updates due to changes in address, beneficial owners, or those with substantial control over the company for one full year at no additional cost.
While you can file directly on the FinCEN website, please note that FinCEN does not save the data for future corrections, requiring all information to be re-entered every time there is an update. By using the Corp1 powered by SingleFile platform, data is securely stored for re-use, making it simple to file updates and corrections.
The system is set up so that we can invite you to sign up and set up your account with your own password, and all data entered is secure and private. Remember: all companies in existence before 1/1/24 have one full year to file their BOIR. Those newly formed companies AFTER 1/1/24 must file their BOIR within 90 days of receiving notice the company is filed/completed. Contact us if you have any questions!
Resources: FinCEN/FAQs, pplcpa.com, American Bar Association