Beginning on January 1, 2024, new Beneficial Ownership Information (BOI) Reporting for small businesses in the United States may require reporting information about their beneficial owners, i.e., the individuals who ultimately own or control the company, to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
Reporting entities include:
- LLCs, single member LLCs, or corporations,
- With fewer than 20 employees, and
- Less than $5 million in gross annual revenue.
Beneficial owners are those who:
- Own at least 25% ownership interest of a reporting entity and/or
- Exercise substantial control over a reporting entity (including employees).
There is no limit to the number of beneficial owners an entity can have.
Information being requested about the beneficial owners includes:
- Copy of their driver’s license or other approved identification.
- Home address.
- Social security number.
- Date of birth.
As is typical with any new congressional requirement, especially one as intrusive as this, it is extremely unpopular. We potentially could see changes to the requirements throughout the year, if not removal of the requirement altogether. We advise our clients to do the following:
- If your entity was created before January 1, 2024, then do nothing now. You have until January 1, 2025 to file the BOI report. We will follow up during the year and let you know if there are changes to the requirements and explain how you should proceed.
- If your entity is/was created after January 1, 2024, then you have 90 days to submit your BOI report. The 90 days begin when the entity is created on the Secretary of State website. We have included the step-by-step instructions with this email. If you have any questions, please contact our office 203-933-1679.
- If your entity is created after January 1, 2025, then you have 30 days to submit your BOI report. The 30 days begin when the entity is created on the Secretary of State website. We have included the step-by-step instructions with this email. If you have any questions, please contact our office 203-933-1679.
- If any of the BOI reported information changes after filing the initial BOI report, then the reporting entity has 30 days to submit an updated BOI report. Updated BOI reports will be filed in the same manner as the step-by-step instructions included with this email.
BOI reports are only required to be filed one time, not annually, unless there are any changes to the BOI reported information. Then, see #4 above.
See the Alert below currently posted on Financial Crimes Enforcement Network website:
Alert: FinCEN has been notified of recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act.
The fraudulent correspondence may be titled “Important Compliance Notice” and asks the recipient to click on a URL or to scan a QR code. Those e-mails or letters are fraudulent.
FinCEN does not send unsolicited requests. Please do not respond to these fraudulent messages or click on any links or scan any QR codes within them.
If you have questions about the new Beneficial Ownership Information Reporting for small businesses or need clarification, please contact us.
