Corporate Transparency Act effective January 1, 2024

Published on January 30, 2024

Under the new legislation, businesses that meet certain criteria must submit a Beneficial Ownership Information (BOI) Report to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN), providing details identifying individuals who are associated with the reporting company.

Definition:
A beneficial owner is an individual who either directly or indirectly:
(1) exercises substantial control over the reporting company, or (2) owns or controls at least 25% of the reporting company’s ownership interests.

FinCEN has prepared a page of Frequently Asked Questions (FAQs) in response to inquiries received relating to the Beneficial Ownership Information Reporting Rule. 

Companies that MUST file with FINCEN are: 

• domestic C and S corporations, excluding 501(c)3s
• domestic LLCs, including single-member
• domestic entities that file with a state such as LLPs, trusts, etc
• foreign companies registered to do business in the U.S.

Companies NOT required to file are:

• sole proprietorships
• general partnerships not registered with a state
• large companies (over $5M gross, 20+ FT employees, and U.S. presence)
• publicly traded companies
• federally regulated entities like banks, etc.

Big Takeaways:

• Companies created and registered prior to Jan 1 2024 or earlier have until 12/31/24 to file
• Companies created 2024 have 90 days to file
• Big fines - $500 per day
• Will need to supply a state issued ID (Passport, DL) number and a copy

An Introduction to Beneficial Ownership Information Reporting(PDF, 502KB)

Small Entity Compliance Guide(PDF, 12MB)