FinCEN Reporting Requirements for Most Corporations and LLCs
The federal government is now requiring companies to file a beneficial ownership information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA). The CTA is a federal law that requires certain corporations and LLCs to file a beneficial ownership information (BOI) report with FinCEN. For general information, see https://www.fincen.gov/. You may file your company’s report online.
Reporting companies created or registered to do business before January 1, 2024, have until January 1, 2025, to file their initial BOI reports. Reporting companies created or registered on or after January 1, 2024, and before January 1, 2025, have 90 calendar days after receiving actual or public notice that their company’s creation or registration is effective to file their initial BOI reports. Specifically, this 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier.
Unless your entity is tax exempt, you will likely need to file a BOI report. Failure to do so can result in civil and criminal penalties. Help and specific step-by-step filing instructions may be found here: https://boiefiling.fincen.gov/help.
Most nonprofits are exempt from reporting to FinCEN. The CTA does not differentiate between for-profit and nonprofit entities, so nonprofits that meet the definition of a reporting company must file a BOI report. However, tax-exempt nonprofits, such as public charities and private foundations, are exempt from reporting.
As part of the reporting process, you will be required to identify your entity’s beneficial owners. A beneficial owner is any individual who, directly or indirectly, exercises substantial control over a reporting company OR owns or controls at least 25 percent of the ownership interests of a reporting company. More specifically, you will need to provide the following: Reporting Company: Full legal and any trade name or “doing business as” (DBA) name; complete current U.S. address (report the address of the principal place of business in United States, or, if the reporting company’s principal place of business is not in the United States, the primary location in the United States where the company conducts business); Internal Revenue Service (IRS) Taxpayer Identification Number (TIN) (including an Employer Identification Number (EIN)); Each Beneficial Owner: Full legal name; date of birth; complete current address (report the individual’s residential street address); unique identifying number and issuing jurisdiction from, and 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, if an individual does not have any of the previous documents, foreign passport.