Back on September 29, 2022, the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) issued their final rule implementing the Corporate Transparency Act’s (CTA) Beneficial Ownership Information (BOI) report provisions. As of January 1, 2024, the CTA began to require corporations, limited liability companies (LLCs), and other entities organized or registered to do business in the United States to file a BOI report to FinCEN.
Supposedly, this process enhances government agencies’ ability to protect national security and financial systems from illicit use. In reality, it helps the U.S. Treasury track income associated with 'pass through' entities. That is why the CTA is a provision of the Anti-Money Laundering Act, and it specifically authorizes FinCEN to collect this information, and share it with authorized government authorities (like the I.R.S.) and financial institutions.
The CTA also describes who must file a report, what information must be provided, and when a report is due. Nevertheless, there are strict filing requirements, deadlines, and civil/criminal penalties for failure to file.
That is why many corporations and limited liability companies are now required to file a Beneficial Ownership Information (BOI) report with the U.S. Treasury Financial Crimes Enforcement Network in order to identify the beneficial owners of their entity and the company applicants of that entity.
Required reporting entities including 'Domestic' corporations, LLC and other entities created by Secretary of State filing requirements (under state law) or Indian tribal law. It also includes 'Foreign' corporations, LLCs and other entities created under the laws, or registered in, a foreign country, that has subsequently registered to do business within any U.S. state or Indian Tribal jurisdiction.
Presently the BOI reporting deadlines are based on the formation date of the applicable corporation or LLC:
- Existing businesses formed before 1/1/2024 must file before 1/1/2025.
- New businesses formed on or after 1/1/2024 must file within 90 days of business formation.
- New businesses formed on or after 1/1/2025 must file within 30 days of business formation.
Be aware that FinCEN has issued five Notices extending filing deadlines to submit BOI reports for certain reporting companies impacted by Hurricanes Milton, Helene, Debby, Beryl and Francine. You will find those provisions in the Alert section of this reporting page.