Starting January 1, 2024, most small business must report information about their beneficial owners (individuals who own or control the business) to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.  For more information on why the Corporate Transparency Act was passed and more, read our BLOG here. 

DISCLAIMER:  THE INFORMATION SHARED ON THIS PAGE IS GENERAL IN NATURE AND INTENDED TO PROVIDE BASIC, LIMITED INFORMATION ON THE CORPORATE TRANPARENCY ACT AND ITS REPORTING REQUIREMENTS.  FOR MORE DETAILED INFORMATION, PLEASE CONSULT YOUR OWN LEGAL COUNSEL AND THE FINCEN WEBSITE!

Additional information is available at: www.fincen.gov/boi-faqs and www.fincen.gov/boi/small-business-resources. 

Companies required to report are called reporting companies. Reporting companies may have to obtain information from their beneficial owners and company applicants and then report that information to FinCEN.

REPORTING COMPANIES

Reporting companies include corporations, limited liability companies (LLCs), and other entities created or registered by filing a document with a secretary of state or similar state or Tribal office.

EXEMPT FROM REPORTING

• Twenty-three types of entites, including publicly traded companies and certain non-profit organizations
• Certain large operating companies that have
  • more than 20 full-time employees;
  • more than $5 million in annual gross receipts or sales; and
  • a physical operating presence in the United States.

A company does not have to file a FinCEN report if it meets all factors for an inactive company set forth under the CTA. Even if your entity is listed as “INACTIVE” with your stat’s corporation commission, you may still be required to report.

RECOMMENDATION:  People who have “inactive” entities regardless of their formation date should legally terminate the entity so that it won’t get fined for not filing a FinCEN Beneficial Ownership Report!

A BENEFICIAL OWNER is any individual who exercises substantial control over a reporting company or who owns or controls at least 25% of the ownership interest of a reporting company.

FinCEN is accepting reports electronically beginning January 1, 2024, through its website at www.fincen.gov/boi. 

Company applicant information is only required for entities created or registered on or after January 1, 2024.

COMPANY APPLICANT

1. The individual who filed the document that created or first registered the reporting company.
2. The individual who was primarily responsible for directing or controlling the filing.

Changes, updates, and corrections to previously filed information are due 30 days after change or inaccuracy!

Note – Senior company officers may be held personally liable for penalties.