Department of the Treasury Secretary Janet Yellen said there are no plans to extend the Beneficial Ownership Information reporting deadline.
Failure to file a complete and accurate initial or updated BOI report with FinCEN can result in a $500-per-day fine, up to $10,000 in total, and up to two years in prison. Disclosing BOI without authorization carries a $500-per-day penalty, up to a maximum of $250,000, and up to five years’ imprisonment.
According to Yellen, the fine is for a "willful’ violation, however added that "FinCEN is not going to prioritize going after small businesses."
Reporting companies created or registered in 2024 have 90 calendar days from the date of receiving actual or public notice of their creation or registration becoming effective to file their initial reports.
Reporting companies created or registered before January 1, 2024, have until January 1, 2025, to file their initial BOI reports with FinCEN, and reporting companies created or registered on or after January 1, 2025, will continue to have 30 calendar days to file their initial BOI reports with FinCEN.
Beginning January 1, 2024, entities must comply with the Corporate Transparency Act’s beneficial ownership reporting requirements. You will need to file a Beneficial Ownership Information (BOI) report with the Treasury Department’s Financial Crimes Enforcement Network (FinCEN).
Exceptions
Sole proprietorships and general partnerships are generally exempt from this requirement because they are not created by filing with a state office. There are an additional 23 types of exempt entities. Most exemptions are given to entities already operating under heavy federal reporting requirements, such as public companies, banks and other financial institutions, securities brokers and dealers, insurance companies, registered investment companies and advisors, pooled investment companies, and more.
“Large operating companies” are also exempt. A “large operating company” is a company with more than 20 full-time employees, a presence in a physical office within the U.S., and filed federal income tax or information returns in the United States for the previous year showing more than $5 million in gross sales or receipts from U.S. sources.
Penalties for Failure to Comply
If you fail to meet the reporting requirements or disclose beneficial ownership information without proper authorization, you could be on the receiving end of civil or criminal actions. Failure to file a complete and accurate initial or updated BOI report with FinCEN can result in a $500-per-day fine, up to $10,000 in total, and up to two years in prison.
BOI reporting requirements fall into two categories: reporting company information and beneficial ownership information.
Reporting Company Information
Whether you’re creating an initial BOI report for FinCEN or filing an updated report with amendments, you must include the following reporting company information:
Full legal name
Any and all trade names or “doing business as” (DBA) names
A complete current U.S. street address
The state where the company was formed
An Internal Revenue Service (IRS) Taxpayer Identification Number (TIN), including an Employer Identification Number (EIN)
The state or tribal jurisdiction of initial registration, in the case of a foreign reporting company
Beneficial Ownership Information
All beneficial owners of a reporting company must include the following to comply with beneficial ownership reporting requirements:
Full legal name
Date of birth
Current street address
ID number, jurisdiction, and an image of one of the following non-expired documents:
U.S. passport
State driver’s license
Identification document issued by a state, local government, or tribe
Foreign passport, if none of the above are available or applicable
We’ve discussed what a “reporting company” means, but what is a beneficial owner?
A beneficial owner is someone who directly or indirectly exercises substantial control over the reporting company or owns or controls at least 25 percent of the company’s ownership interest. There’s no limit to the number of individuals who can be reported for having substantial control of a company.
You’re considered to exercise substantial control if you meet any of the following general criteria:
You’re a senior officer in the company, i.e. President, Chief Financial Officer, General Counsel
You have the authority to appoint or remove certain officers or directors
You’re an important decision-maker
You have any other form of substantial control over the reporting company
Ownership interest, meanwhile, can be any of the following:
Equity
Stock
Voting rights
Capital or profit interest
Convertible instruments
Options or other non-binding privileges to buy or sell any of the aforementioned
Any other instrument, contract, or mechanism used to establish ownership
Reporting company might have multiple types of ownership interests.
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