Reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so. However, reporting companies may continue to voluntarily submit beneficial ownership information reports. (Update 12/27/2024)
For more information, please visit the FinCEN website at https://www.fincen.gov/boi.
Reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. (Update 12/24/2024):
The Department of the Treasury has provided additional time to comply given the period when the preliminary injunction had been in effect. The extension for the reporting is as follows:
• Companies formed prior to December 3, 2024 have until January 13, 2025 to file their initial BOI report.
• Companies formed between December 3, 2024 and December 23, 2024 have 111 days to file their initial BOI report.
• Companies formed between December 24, 2024 and December 31, 2024 have 90 days to file their initial BOI report.
• Companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025.
• Companies formed on or after January 1, 2025 have 30 days to file their initial BOI report.
• The National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
For more information, visit the Financial Crimes Enforcement Network at https://www.fincen.gov/boi. If you would like assistance with filing your report, please contact our office today.
Nationwide Temporary Pause of BOI Reporting Deadlines (Update 12/04/2024):
A recent court injunction has temporarily paused the enforcement of the BOI reporting requirements, nationwide. This means that, for now, the January 1, 2025, reporting deadline for entities existing before January 1, 2024, is paused. However, this reprieve could only be temporary, until further court action is resolved. We recommend still preparing the necessary information to complete the filing.
If or when the injunction is resolved and the injunction lifted, businesses will need to know this important information:
The Corporate Transparency Act (CTA) requires domestic and foreign companies, registered to do business in any state or tribal jurisdiction in the U.S., to file a Beneficial Ownership Information (BOI) report with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN). With the deadline for existing reporting entities approaching, it’s important for businesses to understand what steps to take to ensure compliance. Important Information to Know:
1. Reporting Deadlines:
• Entities existing before January 1, 2024: As a reminder, companies formed before January 1, 2024, have until January 1, 2025, to file their initial BOI reports. Even if your company is no longer operating, it is still required to file unless it was officially dissolved with the state by January 1, 2024. If your company is dissolved before this date, you are not required to file a BOI report.
• New Entities in 2024: New entities formed in 2024 are required to file their initial report within 90 days of their formation or registration.
• New Entities in 2025: After January 1, 2025, newly formed entities will be required to file their initial BOI report within 30 days of registration or formation.
2. Reporting Responsibilities:
Companies are not required to file annual BOI reports. Instead, businesses only need to update their reports when there are changes to the information reported, such as new beneficial owners, changes in ownership, or changes in the company’s registered information. If there are any changes to the reported information, an updated BOI report must be filed within 30 days of the change occurring.
3. Beneficial Owners Can Register for a FinCEN ID
To simplify future filings, beneficial owners have the option to register for a personal FinCEN ID. Once registered, the reporting company can use the beneficial owner’s unique FinCEN ID when updating the entity’s information. This means that, in the future, the business will not need to re-enter the owner’s information when making any updates to their filing. The beneficial owner will be responsible for keeping their information updated through the FinCEN ID, which significantly reduces the burden on entities and streamlines the reporting process.
Final Reminder for Existing Entities:
Again, it is critical for entities existing before January 1, 2024 to meet the initial reporting deadline of January 1, 2025. Failure to comply with the reporting deadline or submitting false or incomplete information can result in serious civil and criminal penalties. Civil penalties can reach up to $500 per day for each day of non-compliance, while criminal penalties could include imprisonment for up to two years and/or fines of up to $10,000. Senior officers of entities that fail to file the required report may also face penalties.
If your business has not filed yet, or if you have questions about the process, contact an experienced business attorney who can guide you through the filing requirements and ensure compliance before the deadline.
