"Reminder: Corporate Transparency Act Filing Deadline and Requirements."
If you are a U.S. Business with $5 million or less in gross annual receipts and have 20 or fewer employees, the Corporate Transparency Act (“CTA”), which went into effect this year, requires that you file a Beneficial Ownership Information (“BOI”) report by January 1, 2025, advising the Financial Crimes Enforcement Network (“FinCEN”) of the names and addresses of your owners and controllers.
Deadline: You have until January 1, 2025, to file a BOI. This means you must determine whether your company is required to file a BOI or is exempt from the CTA’s filing requirements.
A BOI report only needs to be filed once unless corrective changes need to be made. Willful violations of the reporting requirements may subject the reporting individual to a civil penalty of up to $500 for each day that the violation continues and/or criminal penalties such as up to two years imprisonment and a fine of up to $10,000.
The purpose of the CTA is to make it more difficult for “malign actors” such as money launderers to conceal their ownership of businesses to facilitate illicit activity. The law acknowledges that BOI is “sensitive information and will be directly available only to authorized government authorities” including federal agencies engaged in national security, intelligence, or law enforcement activity; state, local, and tribal law enforcement agencies with court authorization; and officials at the U.S. Department of the Treasury.
If you have any questions whether this applies to you or not, please reach out to our team and we can advise you as to whether your company is required to file a BOI or exempt from the BOI reporting requirements. WWHGD also can assist in the preparation of the initial and/or corrective BOI reports or walk you through the process.
Below are guidelines on how to comply with the reporting requirements.
How to Report:
The reporting company will electronically fill out and file its BOI report through https://fincen.gov/boi. There is no fee to file the BOI.
Reporting Companies:
- Corporations, limited liability company (“LLC”), or a business created in the United States or Indian tribe with 20 or fewer employees and $5 million or less in gross annual receipts (as reflected in its previous year’s federal tax returns); or
- A foreign company and was registered to do business in any U.S. state or Indian tribe by such a filing.
- Company Applicants are also required to report. A Company Applicant is:
- the individual who files the document that forms the entity, and
- the individual who is primarily responsible for directing or controlling the filing of the formation/ registration document by another individual.
- Reporting Companies that were existing or registered prior to January 1, 2024, are not required to identify and report Company Applicants, they will only need to report their Beneficial Owners.
FinCEN provides a list of 23 other types of entities that are exempt from filing a BOI. Generally, entities which are already subject to substantial federal or state regulation do not need to report. Please visit https://fincen.gov/boi or reach out to our team to see if any exceptions apply.
Deadlines to Report:
- Existing Companies: Before January 1, 2025
- Companies Formed on or After January 1, 2024: Within 90 calendar days after receiving confirmation of filing
- All Companies: 30 days to report any updates or corrections to a previously filed BOI.
What information gets reported:
- Company Information:
- Legal name and any d/b/a names it conducts business under,
- Address (cannot be a P.O. Box)
- Jurisdiction of formation, and
- ID number used for IRS Filings (EIN or Taxpayer Identification Number; for a disregarded entity, the parent’s EIN or SSN)
- Beneficial Owners and Company Applicant Information:
- Name
- Date of birth
- Residential/ Business address (not a P.O. box)
- An identifying number from a driver’s license, state ID, or passport, and
- An image of the document that the identifying number is from OR FinCEN ID
If you would like to learn more about the CTA and the reporting requirements, please contact Bill Buhay, Matt Gomes, or Erika Martinez.