The rule identifies domestic and foreign as the two types of reporting companies that must file a report.
A domestic reporting company is a Corporation, Limited Liability Company (LLC), or any entity created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe.
A foreign reporting company is a Corporation, LLC, or other entity formed under the law of a foreign country that is registered to do business in any state or tribal jurisdiction by the filing of a document with a secretary of state or any similar office. Under the rule, and in keeping with the CTA, twenty-three types of entities are exempt from the definition of “reporting company.”
FinCEN expects that these definitions will also include Limited Liability Partnerships, Limited Liability Limited Partnerships, Business Trusts, and most limited Partnerships, because such entities are generally created by a filing with a secretary of state or similar office.
When do I need to file a report? • Reports will be accepted starting on January 1, 2024. • Reporting companies created or registered to do business before January 1, 2024, will have additional time — until January 1, 2025 — to file their initial BOI reports. • Reporting companies created or registered on or after January 1, 2024, and before January 1, 2025, have 90 calendar days after receiving actual or public notice that their company’s creation or registration is effective to file their initial BOI reports. Specifically, this 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier. • Reporting companies created or registered on or after January 1, 2025, will have 30 calendar days from actual or public notice that the company’s creation or registration is effective to file their initial BOI reports. Where can I find additional information about BOI reporting? • Additional information about the Reporting Rule and guidance materials are available at www.fincen.gov/boi. • FinCEN has issued and will continue to issue frequently asked questions to address specific questions on the topic. They can be found here: www.fincen.gov/boi-faqs. • In addition, if you have any questions regarding BOI reporting obligations, you should contact FinCEN at www.fincen.gov/contact
Does my company have to report its beneficial owners?
The Reporting Rule requires that all “reporting companies” file BOI reports with FinCEN within the previously specified timeframes. A reporting company is any entity that meets the “reporting company” definition and does not qualify for an exemption. There are two categories of reporting companies: a “domestic reporting company” and a “foreign reporting company”. If your company is neither a “domestic reporting company” nor “foreign reporting company” because it does not meet either definition
2. Who is the Beneficial owner of my company
If your company is a reporting company, your next step is to identify its beneficial owners. A beneficial owner is any individual who, directly or indirectly: • Exercises substantial control over a reporting company; • OR • Owns or controls at least 25 percent of the ownership interests of a reporting company. An individual might be a beneficial owner through substantial control, ownership interests, or both. Reporting companies are not required to report the reason (i.e., substantial control or ownership interests) that an individual is a beneficial owner.
3. Is my company required to report its company applicants?
Not all reporting companies are required to report their company applicants to FinCEN. A reporting company is required to report its company applicants if it is either a: • domestic reporting company created on or after January 1, 2024; or • foreign reporting company first registered to do business in the United States on or after January 1, 2024. A reporting company is not required to report its company applicants if it is either a: • domestic reporting company created before January 1, 2024; or • foreign reporting company first registered to do business in the United States before January 1,2024.
4. What information should I collect about my company, its beneficial owners, and
its company applicants?
The following checklists may help you identify the information about your company and its beneficial owners and company applicants that you are required to collect and report.
5. When and how should my company file its initial report?
The Reporting Rule is effective on January 1, 2024. FinCEN will begin accepting BOI reports electronically through its secure filing system on this date. BOI reports will not be accepted prior to January 1, 2024.
6. What if there are changes to or inaccuracies in reported information?
In addition to filing an initial BOI report, reporting companies must also update and correct information in their previously filed BOI reports. Individuals who obtain FinCEN identifiers must also update and correct information previously reported to FinCEN
If there is any change to the required information about your company or its beneficial owners in a BOI report that your company filed, your company must file an updated BOI report no later than 30 days after the date on which the change occurred. The same 30-day timeline applies to changes in information submitted by an individual in order to obtain a FinCEN identifier. A reporting company is not required to file an updated report for any changes to previously reported personal information about a company applicant.
If an inaccuracy is identified in a BOI report that your company filed, your company must correct it no later than 30 days after the date your company became aware of the inaccuracy or had reason to know of it. This includes any inaccuracy in the required information provided about your company, its beneficial owners, or its company applicants. The same 30-day timeline applies to inaccuracies in information submitted by an individual in order to obtain a FinCEN identifier. Note: There are no penalties for filing an inaccurate BOI report provided it is corrected within 90 calendar days of when it was filed.
Ready To File Your BOI Report?
If you are ready to file your BOI report with FinCEN, or if you have any questions or concerns about the BOI reporting rule or any other legal matter, do not hesitate to contact us.
We Can Help You File Your Initial BOI Report
Filing your initial BOI report may seem daunting, but you do not have to do it alone. We can help you.
For additional and latest information, consult www.fincen.gov/boi. For further assistance or to submit feedback about this Guide, contact FinCEN at www.fincen.gov/contact
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