BOI Filing

BOI Requirements are constantly changing. Please continue to check back for the most recent updates.

3/21/2025 Update from Financial Crimes Enforcement Network (FinCEN):

FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies

WASHINGTON––Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.

In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. For more information, see https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us.

2/20/2025: Provided by national tax speaker, Bob Jennings CPA, EA, regarding the most recent information on BOI Reporting.

Corporate Transparency Act Reporting Requirements Back in Effect with Extended Reporting Deadline; FinCEN Announces Intention to Revise Reporting Rule

Following the February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336, the Financial Crimes Enforcement Network (FinCEN) has announced that beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act are back in effect, with a new deadline of March 21, 2025 for most companies. Newly formed companies after February 20, 2025 will have 30 days from formation to file. Existing companies that modify beneficial owners or addresses or any other information after February 20, 2025 have 30 days to file an amendment as the rules apparently currently read.

FinCEN has also announced that it will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. FinCEN intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses.

Notice: https://www.fincen.gov/sites/default/files/shared/FinCEN-BOI-Notice-Deadline-Extension-508FINAL.pdf

12/27/2024: Provided by national tax speaker, Bob Jennings CPA, EA, regarding the most recent information on BOI Reporting.

Last night, on December 26th, 2024 the Fifth Circuit reversed the December 23^rd ruling that reinstated BOI filing requirements.

What does this mean?

We now return to voluntary filing-no one is required to file anything again! I don’t even know how or what to say to this clearly political football where small business is the football.

So you don’t have to file, but you can if you want as of 8:45am on December 27, 2024.

12/26/2024: Provided by national tax speaker, Bob Jennings CPA, EA, regarding the most recent information on the BOI Reporting. 

Best,

Bob Jennings

12/03/2024: Texas Court blocked the Corporate Transparency Act nationwide. At this time, BOI reporting is not required.

Provided by national tax speaker, Bob Jennings CPA, EA, regarding the most recent information as of 11/20/2024 on the BOI Reporting.

Dear Client,

In 2021 Congress passed the Corporate Transparency Act aimed at reducing money laundering. It is a small business reporting requirement with potential penalties including prison for committing a felony by not reporting. Let me repeat that failing to fill out this form is a potential felony with two years of prison time, plus a potential daily penalty over $500.

If your business is an LLC or corporation, including a single member LLC, you must fill out this form by the end of 2024, and if you start a new business in 2024, you must report within 90 days of formation. Reporting is done with a special electronic filing with the Treasury Department’s Financial Crimes Enforcement Network (Not the IRS)

The required information includes owners and, for new businesses formed in 2024, the company applicants. To clarify, even if you have set up an LLC just to own a rental property this form is required, and a separate filing and form is required for every single entity, whether an LLC, an S corporation, or a C Corporation. Some exemptions exist, primarily for larger companies and not-for-profit entities. We are particularly concerned about folks that have set up their own LLC online, for whom the potential filing penalty is also over $500 for each day late plus potential prison time.

We are unable to complete this form for you. You must complete it online yourself at
https://www.fincen.gov/boi

To fill out the form you need the following information before you go to the website:

For the Company or Entity:

1. __ Full legal name according to the Secretary of State (download a “good standing” report),
2. __ Any trade and “doing business as” names,
3. __ A complete current street address of the principal place of business (A P.O. Box or the address of a 3^rd party agent does not comply with this requirement)
4. __ The state, tribal or foreign jurisdiction of formation,
5. __ The IRS Taxpayer Identification Number .

A change of any of these 5 items at any time must also be reported within 30 days to the Financial Crimes Enforcement Network, including an address or owner change.

For the Owners and Applicants:
For each owner of at least 25% of the entity (directly or indirectly), the reporting must include for each owner:

1. Legal name and date of birth,
2. Address,
3. Unique identifying number and the issuing jurisdiction from one of the following documents: (i) a non-expired passport issued to the individual by the United States government, (ii) or a non-expired identification document issued to the individual by a State, local government, or Indian tribe for the purpose of identifying the individual, (iii)or a non-expired driver’s license issued to the individual by a State, or (iv) a non-expired passport issued by a foreign government to the individual, if the individual does not possess any of the other documents described, and
4. An image of the document from which the unique identifying number (above #4) was obtained. Additionally, the rule requires that reporting companies created after January 1, 2024, provide the four pieces of information and document image for company applicants.

At the present time there are NO extensions available and there are only 30 days left to file the form.

Because of the incredible amount of confidential information that must be provided, we strongly emphasize that you do NOT use unknown 3^rd party solicitors, because they could use this confidential information to steal your or your company’s identity or data.