There is a new reporting requirement in 2024 that pertains to your current and new business(s).
The Corporate Transparency Act (“CTA”) was enacted into law as part of the National Defense Act for Fiscal Year 2021 and requires the disclosure of the beneficial ownership information (otherwise known as “BOI”) of certain entities from people who own or control a company.
What information must be reported?
- Business name, any trade name or doing business as (DBA) name, business address, state of formation, and an IRS taxpayer identification number (TIN).
- Information on the beneficial owners of the entity and for newly created entities, the company applicants of the entity is required. This information includes — name, birthdate, address, and unique identifying number and issuing jurisdiction from an acceptable identification document (e.g., a driver’s license or passport) and an image of such document.)
Who is a beneficial owner?
Any individual who, directly or indirectly, either:
- Exercises “substantial control” over a reporting company, or
- Owns or controls at least 25 percent of the ownership interests of a reporting company.
- What entities are required to comply?Corporations, S-Corporations, Partnerships, LLCs.
- Other entities created by the filing of a document with a secretary of state or any similar office under the law of a state.
Entities that are not created by the filing of a document with a secretary of state or similar office are not required to report under the CTA.
Are there any exemptions from the filing requirements?
Included in the exemptions list are publicly traded companies, banks and credit unions, securities brokers/dealers, public accounting firms, tax-exempt entities, and certain inactive entities, among others. Please note these are not blanket exemptions and many of these entities are already heavily regulated by the government and thus already disclose their BOI to a government authority.
In addition, certain “large operating entities” are exempt from filing. To qualify for this exemption, the company must:
- Employ more than 20 people in the U.S.; and
- Have reported gross revenue (or sales) of over $5M on the prior year’s tax return; and
- Be physically present in the U.S.
When must companies file?
There are different filing periods depending on when an entity is registered/formed or if there is a change to the beneficial owner’s information.
- Existing entities (created/registered before 1/1/24) — must file by 1/1/25.
- New entities (created/registered after 12/31/23) — must file within 90 days of formation.
- Once filed, any change regarding BOI information (including address or driver's license updates) must be reported within 30 days of the change.
Where must companies file their report?
Companies will file their BOI report on the FinCEN website at https://www.fincen.gov/boi which opened January 1, 2024. The site also has an informative “frequently asked questions” section at https://www.fincen.gov/boi-faqs.
What are the penalties for non-compliance?
Penalties for willfully not complying with the BOI reporting requirement can result in civil and criminal penalties of $500 per day and up to $10,000 with up to two years of jail time.
Need assistance completing this requirement?
If your business was in existence prior to 2024 and you engage us to assist, we can do so starting in the 3rd quarter of this year (July – September).
For new entities created in 2024, you will need to engage us as soon as you create your new business so that we can help you navigate the 90-day reporting requirement for 2024 entities.
For more information about the above article or any business advisory services, contact Michael D. Machen, CPA, CVA, by calling (334) 887-7022 or leaving us a message below.
