Update: 12/10/24 – Due to recent court opinions, FinCEN has paused the mandatory filing of BOI reports until the court cases are resolved. FinCEN is accepting VOLUNTARY applications. While it is unclear what the final outcome will be, or if the January 1, 2025 deadline will be extended, ASMP recommends that if you are an LLC or a Corporation that was established PRIOR to 1/1/24, you file your BOI report voluntarily in this period. If you established your company in 2024, you have 90 days to file, and encourage you to do so even while the court cases are pending.
In late 2023, FinCEN (the Financial Crimes Enforcement Network) issued regulations requiring many companies to file a Beneficial Owner Information (BOI) report. This includes (almost) all LLC’s and Corporations. The process of filling out the BOI Report is generally quick and easy for most creators, but you MUST complete this by the final deadline. Up until last week, the final deadline was 1/1/25, but recent court cases have paused this. NEVERTHELESS, we recommend that if you have an LLC or Corporation (or other affected business) you go ahead and fill out the BOI Report. Below, I have listed some common questions that Members might need to know. For more inforation, please visit the FinCEN website and check out the FAQ’s.
What Is a BOI Report?
Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company. The government is looking to track who might benefit from the proceeds of a company even if that person is not listed on the official paperwork.
Really, this is about learning who is in charge of and/or benefits from a company.
Who Needs to Fill Out the BOI Report?
FinCEN says that a “Reporting Company” is any company who was required to file paperwork with their Secretary of State to effect formation of the business. In almost all cases, this mean that all LLC’s, and all Corporations need to file a BOI Report. In general, Sole Proprietors are not required to file (see below), but YOU MUST CHECK THE REQUIREMENTS FOR YOUR SPECIFIC SITUATION!
When Do I Need to File?
Here is what FinCEN says:
- A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report.
- A reporting company created or registered in 2024 will have 90 calendar days to file after receiving actual or public notice that its creation or registration is effective.
- A reporting company created or registered on or after January 1, 2025, will have 30 calendar days to file after receiving actual or public notice that its creation or registration is effective.
NOTE: Remember that as of right now the reporting is Voluntary until the court cases are figured out, so check in regularly with FinCEN for the latest information.
Is a Sole Proprietor Required to File a BOI Report?
Directly from the FinCEN FAQ’s:
No, unless a sole proprietorship was created (or, if a foreign sole proprietorship, registered to do business) in the United States by filing a document with a secretary of state or similar office. An entity is a reporting company only if it was created (or, if a foreign company, registered to do business) in the United States by filing such a document. Filing a document with a government agency to obtain (1) an IRS employer identification number, (2) a fictitious business name, or (3) a professional or occupational license does not create a new entity, and therefore does not make a sole proprietorship filing such a document a reporting company.
What Comes Next?
We will continue to stay on top of the filing requirements, and the court challenges and issue Business Alerts if any news changes. You must regularly check the FinCEN website and stay up to date yourself as well.
Bottom line: if you are an LLC or a Corporation, just file the BOI report. If you have a specific situation or questions, please check the BOI website and/or talk to your professional team. All accountants and attorneys are aware of this and can answer your questions!