On January 1, 2024, a new law called the Corporate Transparency Act (“CTA”) took effect. The CTA mandates that most business entities that are registered in the U.S. must file a Beneficial Ownership Information Report (“BOIR”) with the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). The goal of this new law is to combat tax fraud and other financial crimes by identifying the individuals who are in control of businesses. The BOIR requires information about the company, its owners, and any individuals who exercise substantial control over the business, including directors, officers, senior managers, and other “important decision-makers.” In this way, the name “Beneficial Ownership Information Report” is a misnomer, because the report doesn’t just require ownership information; it requires management information too.
Importantly, this law is targeted toward small- and medium-sized businesses. Large companies with more than 20 full-time employees and prior year gross receipts over $5 million may be exempt from the filing requirement, while small “mom and pop” shops are not. It doesn’t matter if your company is an LLC or a corporation; all business types are subject to this law, including not-for-profit companies such as homeowner’s associations. The bottom line is that if the company is registered with the Secretary of State, then it is probably required to file a BOIR.
Because the core purpose of the BOIR is to identify the humans who are in control of businesses, the electronic form requires a passport or state-issued ID to be uploaded for each owner or manager. The person’s residential address must also be listed. These requirements have sparked privacy concerns in both the business and legal communities. There are many active lawsuits challenging the CTA. Time will tell if it stands, but for now, it is the law. The willful failure to comply with the BOIR filing requirement may lead to both civil and criminal penalties, including fines as well as possible jail time.
Companies that existed before the new law took effect have until December 31, 2024, to submit their initial BOIR, which can be done through FinCEN’s online system. Companies created during 2024 must file their BOIR within 90 days of formation. Companies created on or after January 1, 2025, must file their BOIRs within 30 days of formation.
If you have questions about whether the BOIR requirement applies to your business or if you need help filing your company’s initial report, contact the experts at Best Law Offices today!