This is a reminder of the Beneficial Ownership Information (BOI) reporting
requirements under the Corporate Transparency Act (CTA). The first due date for filing these reports is January 1, 2025. This filing date applies for companies that existed prior to 2024 (assuming the company is required to report). If a company was formed during 2024 and is required to report, the filing date for such entity is 90 calendar days after the entity was created.
Please be aware Meaden & Moore is unable to assist with any filing obligations under the CTA. Contact your legal counsel as they should be able to assist you with this matter.
The following toolkit provided by the Financial Crimes Enforcement Network (FinCen) is a very helpful resource:
https://www.fincen.gov/boi/toolkit
In addition to this reminder, here is some information regarding the BOI reporting requirements that may help you determine if you are required to act and what you need to report:
What entities must file (reporting entities)?
Generally, any corporation, limited liability company, or any other entity that is created by filing a document with a secretary of state or similar office under state or tribal laws, or is formed under foreign law and registered to do business in the United States by filing a document with a secretary of state or similar office under state or tribal laws, is a reporting company that must disclose information regarding its beneficial owners and its company applicants to FinCEN under the Corporate Transparency Act.
However, there are exclusions for heavily regulated entities that already report such information to other federal agencies, or companies with real business activities that are not perceived to be a high risk for money laundering. Additionally, there are some exemptions based on the size of the company. Finally, the reporting requirements do not apply to an inactive entity.
What information must be reported?
A reporting company must disclose the identity of each beneficial owner (see below) of the company and each company applicant (see below). For each individual who is a beneficial owner or a company applicant, the reported information must include:
- Full legal name;
- Date of birth;
- Residential street address; and
The reporting company must also provide an image of the identification document used to obtain the identifying number
in item four.
Who is a beneficial owner?
A beneficial owner is an individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, either:
- Exercises substantial control over the reporting company; or
- Owns or controls at least 25 percent of the ownership interests of the reporting company.
However, beneficial owners do not include minor children; nominees, intermediaries, custodians, or agents; employees; inheritors; or creditors.
Who is a company applicant?
A company applicant is the individual who files the document with a secretary of state or any similar office under state or Indian tribe law that:
- Creates the domestic reporting company, or
- Registers the foreign reporting company to do business in the United States.
Further, the individual who is primarily responsible for directing or controlling that filing by another individual is also a company applicant.
What are the filing deadlines?
Domestic reporting companies created or registered to do business in the United States and foreign reporting companies registered to do business in the United States before January 1, 2024, must file their initial report with FinCEN no later than January 1, 2025.
Newly created or registered companies created or registered to do business in the United States in 2024 have 90 calendar days to file after receiving actual or public notice that their company's creation or registration is effective.
If your company was created or registered on or after January 1, 2025, it must file its initial beneficial ownership information report within 30 calendar days after receiving actual or public notice that its creation or registration is effective. Additionally, penalties may be imposed for failure to file.
If you have any questions regarding the Beneficial Ownership Information (BOI) reporting requirements set forth by the Corporate Transparency Act (CTA), contact us today.
