Starting January 1, 2024, many companies will be required to report information to the U.S. government about who ultimately owns and controls them. Those required must submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a branch of the U.S. Department of the Treasury. Failure to adhere to this requirement could lead to substantial civil and criminal fines for both the company and the individuals responsible for the non-compliance. As a courtesy to our customers, we created this informative page offering helpful resources and insights to help guide you through this new reporting requirement.
Beneficial Ownership InformationA new reporting requirement for business owners
Business owners need to know about a new reporting requirement coming soon
New Reporting Rules to Enhance Financial Transparency
FinCEN has announced a final rule mandating specific entities to submit reports to FinCEN, which must identify two distinct groups of individuals: the beneficial owners of the entity and individuals who have submitted applications to relevant governmental authorities for the establishment or registration of the entity for business purposes.
These regulations are a result of the enactment of Section 6403 of the Corporate Transparency Act (CTA) within the National Defense Authorization Act for Fiscal Year 2021 (NDAA). They outline the reporting obligations, required information, and deadlines for reporting. The primary aim of these requirements is to curb money laundering, terrorist financing, corruption, tax fraud, and other illicit activities, all while striving to minimize the regulatory burden on entities engaged in business within the United States.
Please note that the information provided here is intended as a general guideline and may not be comprehensive or current. For the most accurate, detailed, and up-to-date information regarding Business Information Ownership filing, it is highly recommended that you visit the official website of the Financial Crimes Enforcement Network (FinCEN) at https://www.fincen.gov/boi. FinCEN is the authoritative source for all matters related to Business Information Ownership and is constantly updated to reflect the latest regulations and requirements.
Who Is Required to Report?
Companies required to report are called reporting companies. Reporting companies may have to obtain information from their beneficial owners and report that information to FinCEN.
Your company may be a reporting company and need to report information about its beneficial owners if your company is:
- A corporation, a limited liability company (LLC), or was otherwise created in the United States by filing a document with a secretary of state or any similar office under the law of a state or Indian tribe; or
- A foreign company and was registered to do business in any U.S. state or Indian tribe by such a filing.
Who Is Exempt from the Reporting Requirements?
Certain types of entities are exempt from the beneficial ownership information reporting requirements. These entities include publicly traded companies, nonprofits, and certain large operating companies. FinCEN’s Small Entity Compliance Guide includes checklists for each of the exemptions that may help determine whether your company qualifies for an exemption.
Initial Reporting - When to File
Reporting is required by all companies that meet the definition of reporting company and are not exempt from that definition. The reporting requirement is effective on January 1, 2024. FinCEN will begin accepting beneficial ownership information reports on that date. (Source: FinCEN 09.24.2023)
Existing Reporting Companies
Created or registered to do business in the
United States before January 1, 2024.
Reports due by January 1, 2025.
New Reporting Companies
Created or registered to do business in the
United States on or after January 1, 2024.
Reports due within 90 calendar days of receiving actual or public notice that the creation or registration of the reporting company is effective.
BOI Reporting - How to File
If your company is required to file a BOI report, you must do so electronically through a secure filing system.
- FinCEN’s filing system is currently under development and will not be available until January 1, 2024.
- FinCEN will not accept BOI reports before January 1, 2024.
- FinCEN will publish instructions and other technical guidance on how to complete the BOI report form.
The most accurate and up-to-date guidance will be available at: www.fincen.gov/boi.
Note: There may be certain circumstances in which a reporting company is unable to electronically file a BOI report through FinCEN’s secure filing system. In those cases, the reporting company should contact FinCEN: www.fincen.gov/contact.
BOI Reporting – Resources
Explore essential information on Beneficial Ownership Information (BOI) and new filing requirements that we have provided below. Stay informed, navigate compliance, and understand BOI’s significance for businesses and individuals.
Please refer to the Beneficial Ownership Information Reporting Regulations, available at www.fincen.gov/boi, for the most up to date guidance and details on specific provisions.
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Alert: Beware of FinCEN Impersonation Scams
FinCEN has been notified of recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act.
The fraudulent correspondence may be titled “Important Compliance Notice” and asks the recipient to click on a URL or scan a QR code. Those emails or letters are fraudulent. FinCEN does not send unsolicited requests. Please do not respond to these fraudulent messages, click any links or scan any QR codes within them.