The Corporate Transparency Act (CTA) became effective January 1, 2024. The CTA requires most business entities to file a beneficial ownership information report (BOI) with the US Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). If the BOI is not filed by a “reporting company” (as defined by the CTA), or if the information on the report is not correct, there are potential civil and criminal penalties!
The CTA was enacted to create a national database of owners and persons with substantial control of business entities filed in the United States. The purpose of this database is to track money laundering, financing of terrorism, tax fraud, and other acts of corruption and criminal activity, both domestically and internationally. The due date for the BOI depends on when the entity was formed:
- Reporting companies existing before the effective date of the CTA must file the BOI before January 1, 2025.
- Reporting companies formed during 2024 must file the BOI within 90 calendar days from receiving actual or public notice that the entity’s registration is effective.
- Reporting companies formed after 2024 must file the BOI within 30 calendar days from receiving actual or public notice that the entity’s registration is effective.
There are 23 exemption categories for certain business entities that do not need to file a BOI; however, most small businesses will not qualify for any of these exemptions.
Below are some resources with more information:
- FinCEN Beneficial Ownership Information Main Website (including links to file the BOI): https://www.fincen.gov/boi
- FinCEN Regulatory Helpline: 1-800-767-2825 toll free or 703-905-3591
- FinCEN Small Entity Compliance Guide: https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide_FINAL_Sept_508C.pdf
- Florida Division of Corporations Information Page: https://dos.fl.gov/sunbiz/other-services/reporting-of-beneficial-ownership-information/
BEWARE: There have been recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the CTA. FinCEN and the Florida Division of Corporations will NOT be directly soliciting individuals for information nor directly notifying individuals about the BOI filing requirement.
The information herein is general and educational in nature and should not be considered legal or tax advice.
© McKillop Law Firm, P.L. 2024