Clarification To the Yet ANOTHER UPDATE (as of 1/24/25 10:45 AM MT):
As of right now the BOI is off again or still off or I don’t know anymore. I do know this however, the FinCEN, the agency that is enforcing the BOI reporting requirements, put out a statement this morning that they are still blocked from enforcing BOI reporting. Apparently, there were 2 cases blocking the enforcement and the Supreme Court only ruled on one of the cases, the Texas Top Cop Shop case. The Smith case nationwide injunction is still in place and blocking the enforcement.
If you want to be done with all this back and forth you can voluntary register. If not be prepared to move quickly because who knows when this might change and how much time we will be given to register if the law is upheld.
YET ANOTHER UPDATE (as of 01/23/25 2:25 PM MT)
The Supreme Court just (about 2 hours ago) granted the government’s request to lift the stay on enforcement of the BOI. In English you now must file the Beneficial Ownership Information Report with the FinCEN or face penalties of $591 per day. FinCEN has not yet issued a new deadline. Be prepared to move quickly. Better yet file now!
UPDATE TO THE UPDATE (as of 12/27/24 11:42 AM MT):
A new panel of the U.S. Fifth Circuit Court of Appeals is reviewing the lower court’s decision to enjoin the enforcement of the beneficial ownership information reporting requirement.
The review will be expedited, but in the interim the new panel reversed the previous panel’s decision to allow the BOI reporting mandate to continue pending the court of appeal’s review.
As the law stands today, penalties cannot be imposed against businesses who fail to file BOI reports with FinCEN.
However, as we have seen over this last month, this can change at any point. FinCEN has not yet issued any updates on this latest development, but we assume that they will continue to allow businesses to voluntarily file.
BOTTOM LINE AS OF THIS MOMENT (Dec 27 11:42 AM MT) YOU DO NOT NEED TO FILE A BOI REPORT!
UPDATE NEW DEADLINES (as of 12-24-24):
- Reporting companies that were created or registered prior to January 1, 2024, have until January 13, 2025, to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025);
- Reporting companies created or registered on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, have until January 13, 2025, to file their initial beneficial ownership information reports with FinCEN; and
- Reporting companies created or registered in the United States on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
The deadline for those businesses formed after 2024 remains 30 days from the time of formation.
Very short summary of the Beneficial Ownership Information reporting requirement under the Corporate Transparency Act.
Starting in 2024, corporations, limited liability companies (LLCs), limited partnerships, and other entities must file a report with the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) providing specified information regarding the entity’s “beneficial owners.”
Entities formed in 2024 will have 90 days from the entity’s formation/registration to file these reports. Entities formed after 2024 must file the report within 30 days of the entity’s formation/registration. Entities in existence prior to January 1, 2024, have until January 1, 2025, to file these reports.
If any of the reported information change or a beneficial ownership interest be sold or transferred, the entity must report this information within 30 days of the change. Changes include reporting a beneficial owner’s change of address or name, a new passport number when a passport is replaced or renewed, or providing a copy of a renewed driver’s license.
This is part of the federal government’s anti-money laundering and anti-tax evasion efforts and is an attempt to look beyond shell companies that are set up to hide money. Unfortunately, this will impose burdensome reporting requirements on most businesses, and the willful failure to report information and timely update any changed information can result in significant fines of up to $500 per day, or if criminal charges are brought, fines of up to $10,000 and/or two years imprisonment. These penalties can be imposed against the beneficial owner, the entity, and/or the person completing the report
What is a FinCEN Identifier
Something You Really Should Consider if you are a beneficial owner of multiple reporting companies.
In lieu of providing your personal information when completing the Reporting Company’s BOI you may want to choose to use a FinCEN Identifier. You may apply for FinCEN Identifier on a separate website from the BOI Report website. To apply you must provide the same information as you need to supply for the BOI Report.
If you need to supply the same information then why should I consider using it? There are two reason I think a FinCEN Identifier should be used.
- It provides just a little more privacy should (and by should, I mean when) the BOI data base is hacked.
- If you are a beneficial owner of multiple reporting companies and your personal information needs to be updated then you will only need to update your information once instead of for each reporting company.
To apply for a FinCEN Identifier have a digital copy of your identification ready and go to the following website and click on the Sign in or Create an Account box. https://fincenid.fincen.gov/landing
To File A BOI Report go to the following website and click on the “File BOIR” box. https://boiefiling.fincen.gov/
MORE DETAILS