Notice Regarding Beneficial Ownership Information

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The Buzz on BOI (Beneficial Ownership Information)

The January 1, 2025 deadline to file a BOI report to the Financial Crimes Enforcement Network (FinCEN), is quickly approaching for many companies created or registered before the start of this year. Below, we break down the pertinent facts for business owners. Please note that HHJ does not advise on or assist with BOI reporting preparation. If you have questions or need help complying with the new requirements, we advise reaching out to your attorney.

In a Nutshell

In order to make it more difficult for bad actors to use the U.S. financial system to hide money generated by illegal activities in shell companies or other opaque ownership structures, Congress enacted in 2021 the bipartisan Corporate Transparency Act (CTA).

The law requires corporations, LLCs, and other businesses created in or registered to do business in the U.S. to report beneficial ownership information – identifying information about the individuals who own or control a company – to FinCEN, a bureau of the U.S. Department of the Treasury.

Who needs to report?

  • Corporations, LLCs, and businesses otherwise created in the U.S. by filing a document with a secretary of state or any similar office under the law of a state or Indian tribe.
  • Foreign companies registered to do business in any U.S. state or Indian tribe.

Who doesn't?

Publicly traded companies, nonprofits, and certain large operating companies. Twenty-three types of entities are exempt from reporting requirements; click here to learn more.

When are reports due?

  • If your company was created or registered prior to January 1, 2024, you must report BOI by January 1, 2025.
  • If your company was created or registered this year, within 2024, you 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.
  • If you create or register a company on or after January 1, 2025, you must file BOI within 30 calendar days after receiving actual or public notice that its creation or registration is effective.

How do you file?

Reporting BOI is free and filed electronically through FinCEN’s website: www.fincen.gov/boi. The system provides a confirmation of receipt once a completed report is filed. As HHJ does not advise on BOI reporting, if you need assistance, please reach out to your attorney.

Yes, there are penalties.

Individuals and corporate entities can be held liable for willful violations.

If you disregard the BOI reporting obligations, you could face civil and criminal penalties. Because the requirement is new, if you correct a mistake or omission within 90 days of the deadline for the original report, you may avoid being penalized.

To learn more, visit https://www.fincen.gov/boi-faqs.