Please note: As of December 3, 2024, a temporary injunction is in place on the BOI filing. The regulation could be upheld, overturned, or delayed. The system for filing is still open at www.fincen.gov/boi. If you choose to file now, or if you have already filed, you will not need to monitor changes to the ruling closely. Filing is free and simple to do. If you have a complex filing, we advise you to use an attorney. We recommend that you not use an online provider with a fee for service. We will continue to update this blog with current information.
The Corporate Transparency Act went into effect on January 1, 2024. We know that the anxiety level about doing the filing is high – it’s one more thing to get done and get done right. But, filing is easy, so here is what we know, and our team at SBDC will do our best to give you updates when they are announced.
- What is BOI?
Beneficial Ownership Information. BOI falls within the Corporate Transparency Act, passed January 1, 2021, by Congress, and went into effect as of January 1, 2024. The purpose of the act is to assist law enforcement in fighting illegal activity such as money laundering.
- Do I need to pay attention to this new regulation?
Most small businesses need to pay attention to this regulation, and they need to file.
It is easier to look at who does not need to file. Sole proprietors and general partnerships do not need to file. Larger companies (reporting over $5MM in revenue on the most recent tax return, or with more than 20 full time employees) do not need to file if the revenue and employees are based in the US. Most non-profits do not need to file. If your business does not fall into these categories, you probably need to file.
- Who is a Beneficial Owner?
Any owner with 25% or more in ownership is a beneficial owner. Any person in a position with a significant decision-making role, whether that person is an owner or non-owner, is also a beneficial owner.
- How do I file?
The easiest way to file is to go directly into the FinCEN database. The filing is free and can be done either online or offline. The website to file is https://www.fincen.gov/boi , which will bring you to the BOI E-Filing system. This system is easy to use, and, again, it is free.
- I keep seeing offers from companies to file the report for me. Should I go this route?
There are many companies offering filing software, and costs range from $100 to as much as $1,000. As the FinCEN database is easy to use and free, there appears to be no benefit to using third party software. Seeking advice (but not using third party software) may be necessary in complicated cases, such as when beneficial owner information cannot be obtained by the person filing the report. Consult with your CPA or attorney if you have questions about filing the report.
- I’ve been told by my CPA they could not assist in filing this report. What do I do?
Originally, CPAs were cautioned not to file BOI reports, as it could be seen as practicing law. The largest carrier of CPA professional liability insurance, CNA, determined that CPAs would be covered when assisting clients with BOI.
- When do I need to file?
- If you formed the entity before 1/1/2024, you must file on or before the end of this year, 12/31/2024.
- If you formed an entity on or after 1/1/2024, you have 90 days from the date of formation to file.
- What do I need to file?
Gather the following information prior to filing:
- EIN number
- Full legal name of entity including alternative names
- State of entity filing.
- Obtain a form of documentation for EVERY beneficial owner (such as the front of their unexpired driver's license or their unexpired passport with picture), and take a photo of the ID.
You will file the business name, address, state of filing, and a short section for each beneficial owner, including name,
address, and the identifying number of the document you are using, and insert/upload a photo of the identification
for each beneficial owner.
- If I fail to file is there a penalty?
Yes, there are penalties, and penalties are steep, at $591 per day up to $10,000, as of this writing. - Need help?
Contact your SBDC business advisor.
