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  • Writer's pictureNatalie C. Papagni, CPA

2024: FinCEN Beneficial Ownership Information Report Filing Requirements

Updated: 3 days ago



The Corporate Transparency Act (CTA) goes into effect on January 1, 2024. The purpose of the CTA is to prevent the use of anonymous shell companies for money laundering, tax evasion, and other illegal purposes. The CTA imposes a new federal filing requirement for the vast majority of closely-held c and s corporations and limited liability companies (LLCs).


Companies That Must File:


  • Domestic reporting companies: Corporations, limited liability companies, and any other entities created by the filing of a document with a secretary of state or any similar office in the United States.

  • Foreign reporting companies: Entities formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office.


Exempt Companies:


  • Sole proprietors (who have not created an entity with the Secretary of State)

  • Businesses with more than 20 full-time employees and $5 million in receipts on their prior-year tax return,

  • Businesses in certain industries already heavily regulated by the government (banks, insurance companies, non-profits, inactive entities etc.)

Several others (see list here)

Penalties for Non-compliance:


  • $500 per day up to $10,000


Beneficial ownership e-filing system


The beneficial owner information report is filed online on the Beneficial Ownership Secure System (BOSS). There are no fees to file. The BOSS database is strictly for use by law enforcement, the IRS, and other government agencies. FinCEN does not disclose the BOSS information to the public.


To access the Beneficial ownership e-filing system click here.


Due dates for the Beneficial Ownership Information Report:


  • Companies formed prior to January 1, 2024, must file their initial BOI report by January 1, 2025

  • Companies created or registered in the United States on or after January 1, 2024, and before January 1, 2025 must fill within 90 calendar days from the earlier of 1) receiving actual or 2) public notice that the company’s creation or registration is effective

  • Companies created or registered on or after January 1, 2025 have 30 calendar days from the earlier of 1) actual or 2) public notice that its creation or registration is effective


Information Needed for Each Beneficial Owner (owns over 25% of the company):


  • Full legal name

  • Date of birth

  • Complete current residential street address

  • A unique identifying number from a current U.S. passport, state or local ID document, driver’s license, or foreign passport

  • An image of the document that contains the unique identifying number


Similar information will be needed for the people who filed the company's entity formation documents, including the articles of incorporation or articles of organization for an LLC.


There are two ways to submit the filing on the BOI-e-filing system accessible here.


  • Prepare and upload the required PDF, or

  • Complete the online form

Our governing bodies (AICPA and our State Boards) prevent us from completing this filing on your behalf. However, we are here to answer your questions. Clients can contact us to review the PDF filing they have prepared, or screenshare when completing the online form.


FinCEN Identifier for a Beneficial Owners


• An individual is not required to obtain a FinCEN Identifier. A “FinCEN Identifier” is a unique identifying number that FinCEN will issue to an individual upon request after the individual or reporting company provides certain information to FinCEN.


• A company may include FinCEN identifiers in its BOI report instead of certain required information about beneficial owners or company applicants.


In the FinCEN Identifier application, an individual must provide their name, date of birth, address, unique identifying number and issuing jurisdiction from an acceptable identification document, and an image of the identification document – the same four pieces of personal information and image reporting companies submit about beneficial owners and company applicants in BOI reports.


After an individual submits an application, the individual will immediately receive a FinCEN identifier unique to that individual.


Once a beneficial owner or company applicant has obtained a FinCEN identifier, reporting companies may report it in place of the otherwise required four pieces of personal information about the individual in BOI reports.


FinCEN Identifiers for Reporting Companies


A reporting company may request a FinCEN Identifier when it submits a BOI report by checking a box on the reporting form.

 

Compliance is a one-and-done situation - until the beneficial ownership changes. If/when benefical ownership information changes, the company has 30 days to file the updated information.


Below find resources provided by FinCEN to assist benefical owners and reporting companies understand the Corporate Transparency Act (CTA) and their reporting responsibilities, and instructions for filing:



We are here to help. Give us a call for professional insight, and clarification.

Natalie C. Papagni, CPA | Managing Principal

Cobalt PacWest | CPAs & Tax Advisors


303 Twin Dolphin Drive

Redwood Shores, CA 94065

650.687.9704 | 800.579.8780

 

4225 Executive Square

La Jolla, CA 92037

858.247.0939 | 800.579.8780


3333 Michelson Drive

Irvine, CA 92612

949.617.6795 | 800.579.8780




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