Starting January 1, 2024, many companies will be required to report information to the U.S. government about who ultimately owns and controls them.
What is "BOI"?
BOI stands for Beneficial Ownership Information, and is the latest attempt by Congress and the US Treasury to combat money laundering. BOI is a reporting requirement to identify ownership and control of (mostly) small businesses, BOI Reporting is a one-time filing requirement, unless a change in structure or ownership occurs.
Who Has to Report?
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.
There is a long list of exempt organizations on FinCen.gov, which we've excerpted here.
Of note to our typical client: The "large operating entity" exemption applies to businesses with over $5 million in annual revenue and 20 or more full time employees. But there may be other situations that override your exemption. You will need to work through the specifics of your exemption with your legal counsel.
When Do I Report?
Reports will be accepted electronically starting on January 1, 2024.
If your company was created or registered prior to January 1, 2024, you will have until January 1, 2025, to report BOI. There is no rush to complete this form if you fall in this category and we will send further guidance in 2024 once the site is available.
New companies created or registered on or after January 1, 2024, must report BOI within 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective, whichever is earlier. We recommend you contact your attorney for assistance with compliance.
Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days. We recommend you contact your attorney for assistance with compliance.
How Do You Report?
Reporting companies will have to report beneficial ownership information electronically using this website (Fincen.gov)
We have been advised by our insurance company that BOI Reporting is a legal service which we are not admitted to practice in the state of Maryland. GWCPA recommends that you consult your attorney to assist with the filing of this form.
FRAUD ALERT: The Financial Crimes Enforcement Network (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 to scan a QR code. Those e-mails or letters are fraudulent. FinCEN does not send unsolicited requests. Please do not respond to these fraudulent messages, or click on any links or scan any QR codes within them.
