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FAQ’s

Starting Jan. 1, 2024:
      1. Any new mandated entity must file a BOI report with FinCEN within 30 days of forming or registering your LLC. You must also file an updated BOI report within 30 days of any changes to your beneficial ownership information.
      2. Already existing mandated entities have until Jan 1, 2025 to file.
      3. NEW UPDATE 11/29/2023 - Extended Deadline: Businesses formed in 2024 will have 90 days to file
The definition of a “beneficial owner” can vary depending on the specific regulations and requirements under the Corporate Transparency Act (CTA) or other relevant laws. However, generally, a beneficial owner is an individual who enjoys the benefits of ownership or has the ability to control or influence a legal entity, even if they are not listed as the official owner on paper. Some common criteria for determining beneficial ownership include:
      1. Ownership Percentage: An individual who directly or indirectly owns or controls at least 25% of the reporting company’s ownership interests.
      2. Control or Influence: Someone who exercises substantial control over the entity’s decision-making processes, or has the authority to influence its operations or management.
      3. Financial Interest: Individuals who benefit financially from the entity’s profits, assets, or other financial gains, even if they are not formally recognized as owners.
      4. Voting Rights: Individuals with significant voting rights, the power to control the appointment, or removal of the entity’s directors or managers.
      5. Senior Officers: everyone who has the title CEO, CFO, COO, and General Counsel, or anyone who performs similar functions.
CTA filings typically require the disclosure of information about the beneficial owners of the entity, including their names, addresses, dates of birth, and other identifying details. The filings may also involve providing supporting documentation to verify the accuracy of the information provided.
    1. For frequent filers (or those that will be using a third party to file on their behalf), there is an option to obtain a unique FinCen ID# to be filed with the BIO report rather than provide all your personal ID with each filing. (However, those who avail themselves of this option will then be required to update their information with FinCEN potentially forever, until death)
Not only will beneficial owners’ information be needed, but Company Applicants’ as well. That includes:
    1. The individual who directly files the document that creates the entity.
    2. The individual who is primarily responsible for directing or controlling the filing of the relevant document by another.
        • FinCEN will collect the information for 2 Company Applicants at most for any BOI Report.
    Failing to file a BOI report can result in civil penalties of up to $500 per day, a $10,000 fine and/or 2 years imprisonment. Individuals who knowingly and willfully violate the CTA may face criminal penalties of up to five years in prison.
    Who is considered liable?
      1. A person who causes the failure to report the complete or updated BOI
      2. Or is a Senior Officer at the time of the failure.
A “reporting company” is defined as any domestic or foreign corporation, LLC, or any entity that is created by filing with the Secretary of State or similar office. For example:
    1. LLC
    2. Corporation
    3. LP
Businesses that can exist without being filed with the Secretary of States offices do not need to file. These include:
    1. General Partnerships
    2. Sole proprietorship
    3. Trusts
      • FinCEN estimates that around 32.5 million entities will need to file a BOI Report in Year 1 and an additional 5 million each year.
There are 23 Exemptions – mostly types of entities otherwise regulated by federal or state departments:
      1. Securities reporting issuers
      2. U.S. governmental authority
      3. Banks 
      4. Depository institution holding companies 
      5. Credit unions 
      6. Money services businesses
      7. Securities exchanges or clearing agencies
      8. Securities broker-dealers
      9. Other Exchange Act registered entities
      10. Investment companies or investment advisors (registered with the SEC)
      11. Venture capital fund advisors (registered with the SEC)
      12. Insurance companies
      13. State licensed insurance producers 
      14. Commodity Exchange Act registered entities
      15. Public Accounting firms 
      16. Publicly traded entities
      17. Financial market utilities
      18. Pooled investment vehicles
      19. Tax-exempt entities (501c3’s),
      20. Entities assisting a tax-exempt entity 
      21. Large operating companies (see more details below)
      22. Subsidiaries of certain exempt entities 
      23. Inactive entities (see more details below)
- A ‘Large Operating Company’ must meet all of the below qualifications to be exempt:
          1. Have 20 or more full-time employees in the U.S., and
          2. Filed an income tax return in the previous year with at least $5 million in gross receipts or sales in the aggregate,
          3. Has an operating presence at a physical office within the US
- Inactive entities must meet all of the below qualifications to be exempt
            1. Has existed on or before January 1, 2020;
            2. Has not engaged in active business;
            3. Is not owned by a foreign person, whether directly or indirectly, wholly or partially;
            4. Has not experienced any change in ownership in the preceding twelve-month period;
            5. Has not sent or received funds greater than $1,000 in the preceding twelve-month period; and
            6. Does not hold any kind or type of assets
Beneficial owner information (BOI) is confidential and not available to the public. Government employees, officers, and financial employees will not be able to access the information. FinCEN is authorized to disclose BOI to a limited group of requestors, including:
    1. Federal agencies engaged in national security, intelligence, or law enforcement,
    2. State law enforcement agencies with a court order,
    3. The Treasury Department,
    4. Financial institutions with the company’s consent,
    5. Government regulators of financial institutions, and
    6. Certain foreign authorities requesting information through a U.S. agency.
    The Corporate Transparency Act was passed into law on January 1, 2021. Its primary purpose is to prevent criminals and other bad actors from using business entities to commit crimes and money laundering. The goal of the CTA, along with its enforcement guidelines, is to supply vital data to law enforcement in order to thwart criminals and terrorists from concealing illegal funds or assets within the United States using shell and front companies. As such, the CTA requires all “reporting companies” to disclose to the Financial Crimes Enforcement Network (FinCEN), personal identifying information for each of the “reporting company’s” “beneficial owners” and “company applicants.”
    As per FinCEN’s latest updates, there are no fees imposed when filing the BOI, nor any annual filing requirements. You must however file an update within 30-days of any changes to the BOI.
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