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In 2021, Congress passed the Corporate Transparency Act, which law requires the reporting of beneficial ownership information (BOI). As of January 1, 2024, BOI reporting is required for all entity types and FinCEN has rolled out the new reporting website: https://boiefiling.fincen.gov/.

There are some exemptions, many being for entities already required to disclose their beneficial ownership information to governmental authorities, including “large operating companies”. This exemption may apply to your business if the following requirements are met: (1) employ at least 20 full-time employees in the U.S.; (2) have gross revenue or sales over $5 million on the prior year’s tax return (excluding gross receipts or sales from sources outside the US); AND (3) have an operating presence at a physical office in the U.S. You can consult the Small Entity Compliance Guide to determine if any of the other exemptions apply to your entity(ies).

What is the Beneficial Ownership Information you need to report? Beneficial owners are individuals who (1) either directly or indirectly exercise substantial control of the reporting company or (2) own or control at least 25% of the reporting company’s ownership interests. Again, you can reference the Small Entity Compliance Guide to determine who within your organization(s) may be considered beneficial owners. You will need to provide the following information for your organization and its beneficial owners:

• Tax Identification Number for your organization.
• Beneficial Owners’ Driver’s Licenses (All the information required to be reported for each beneficial owner can be found on their ID and you will need to upload copies of the IDs with your report!)
• If formed after January 1, 2024, you will also need the Driver’s License(s) for your Company Applicant(s) -- those individuals directly and indirectly responsible for filing your organizational documents with the State.

If your entity was in existence prior to January 1, 2024, you will have until January 1, 2025, to file your BOI initial report. Entities created on or after January 1, 2024, but before January 1, 2025, will have 90 days to file their initial reports. All entities created on or after January 1, 2025, will have 30 days to file their initial reports.  In addition, any change in beneficial ownership will also need to be reported within 30 days.

You can file online or by completing and uploading a PDF. The filing process is straightforward, and you can file this information at no cost to your company. The filing process is 100% electronic and free. If you receive documentation to be completed via mail requiring a processing fee, this is a solicitation, and you should disregard.

Because Shafer Law Firm represents numerous business clients, our office will not file this report on behalf of a client unless we are specifically engaged to do so. If you would like our office to file this report on your behalf, please reach out at your earliest convenience, as the filing deadline is quickly approaching.