Client News: BOI Filing
Filing Your Beneficial Ownership Information Report (BOI)
Updated 10/10/24
By Barry A. Nelson | Jennifer E. Okcular | Cassandra S. Nelson
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The Corporate Transparency Act (the “CTA”), which went into effect on January 1, 2024, requires corporations, limited liability companies, limited partnerships, and other similar entities formed or qualified to do business in the United States to disclose beneficial ownership information (unless they fit within defined exemptions) by filing a Beneficial Ownership Information Report with the Financial Crimes Enforcement Network (“FinCEN”), a bureau within the U.S. Department of the Treasury. Exempt entities include publicly traded companies, insurance companies, and certain large operating companies. The CTA was passed to enhance transparency in entity structures and ownership to combat money laundering, tax fraud, and other illicit activities but has far-reaching consequences around privacy and compliance obligations.​​​​​
Reporting Deadlines
For Reporting Companies Formed
ON or AFTER January 1, 2024
Reporting companies formed on or after January 1, 2024 have 90 days to file their initial BOI report with FinCEN (dropping to 30 days in 2025) or by qualifying for an exemption.
BEFORE January 1, 2024
Reporting companies formed before January 1, 2024 must file their initial BOI report with FinCEN on or before January 1, 2025.
Once the reporting company files their initial BOI report with FinCEN, such reports must be updated within 30 days of the following events: (i) a change to the “beneficial owners” (as defined under the CTA), e.g., through the sale of a business, merger, acquisition, or death, (ii) a change to previously reported information, e.g., changes to the entity name or any trade name (DBA) used by the company, or changes to the entity’s principal place of business, and within, and (iii) becoming aware of or having reason to know of inaccurate information previously filed. Beneficial owners include, but are not limited to, individuals who own 25% or more of a company and individuals who exercise “substantial control” over the company. C-suite executives and LLC managers are deemed to have substantial control. These reporting requirements will be burdensome and failure to comply with the reporting requirements can result in civil fines of up to $500 per day and criminal penalties of up to $10,000 and/or two years in prison.
Notice
Nelson & Nelson, P.A. will not prepare, amend, or file Beneficial Ownership Information (BOI) Reports for our clients. We have prepared this information to help you decide how to proceed.
Additionally, neither Nelson & Nelson, P.A. nor its employees will (A) serve as a registered agent of, or file an annual report for, any entity, (B) create any entity, or (C) allow its office address to be used as the principal address of any entity. For entities for which we currently serve as a registered agent or principal place of business, those clients should take the required steps to select a new registered agent and/or revise the principal place of business.
How To Proceed
For Nelson & Nelson Clients
The following vendors can assist you in preparing and filing the required filings, and can also provide registered agent and principal place of business services. Nelson & Nelson nor anyone is the Nelson & Nelson office is affiliated with these vendors.
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Perfect Form
PerfectForm.com | 980.231.0232 | support@perfectform.com
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Corporate Service Company (CSC)
cscglobal.com | 800.927.9800
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​​If you want to submit your Beneficial Ownership Information Report on your own, you can learn more at the ​​BOI FAQs​ page and you can e-file at the FinCEN web site.
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Clients will need the following in order to file their BOI Report:
Entity Info
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Entity Name and any alternate names
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Tax ID number
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Formation/Registered Location - U.S. State or territory
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Principal place of business - U.S. address
Beneficial Owner and Company Applicant Info
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FinCEN ID (if provided, only email required)
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Email address
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First, middle and last names
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Birthdate
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ID document (driver’s license, passport or state/local/tribe-issued ID)
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Residential address (for Company Applicants only, their business address should be provided instead if the individual formed the entity in the course of their business)
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Note: If the entity was formed before 1/1/24, Company Applicant information is not required. Each entity may have up to 2 individuals that qualify as Company Applicants, which individuals are (i) the individual who directly files the document that creates/registers the entity; and (ii) if more than one person is involved in the filing, the individual who is primarily responsible for directing or controlling the filing that creates or registers the entity.
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*For minor Beneficial Owners, information provided should be from parent/guardian.
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If you have any questions or need assistance with your compliance efforts, please do not hesitate to contact us at 305-932-2000.
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Disclaimer: This information has been prepared for educational purposes only and is not offered, nor should be construed, as legal advice. Use of this information without careful analysis and review by your attorney, CPA, and/or financial advisor may cause serious adverse consequences. We provide absolutely no warranty or representation of any kind, whether express or implied, concerning the appropriateness or legal sufficiency of this information as to any individual’s tax and related planning.
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