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What is Beneficial Ownership Information Reporting?

Beneficial Ownership Information Reporting (BOIR) is a new regulatory requirement that took effect on January 1, 2024. It mandates that many U.S. companies must disclose detailed information about their "beneficial owners" to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury. A "beneficial owner" is defined as any individual who owns at least 25% of the company or who has substantial control over its decisions.

This requirement stems from the Corporate Transparency Act (CTA), which aims to increase corporate transparency and prevent illegal activities such as money laundering, terrorism financing, and tax evasion. The rationale behind this law is to close gaps in the U.S. financial system that allow anonymous ownership of companies, which can be exploited for illicit purposes.

Businesses created or registered before January 1, 2024, must file their initial reports by January 1, 2025, while those formed after that date must submit their report within 30 to 90 days, depending on their formation year. The reports must include detailed personal information about each beneficial owner, such as name, date of birth, and identifying documents.

Non-compliance with BOIR can result in severe penalties, including hefty fines and potential criminal charges. Therefore, it's crucial for affected businesses to understand and meet these requirements on time.

This new regulation applies to most U.S. companies, especially small businesses and LLCs, though some entities, like publicly traded companies and certain large organizations, are exempt from reporting.

This reporting system is designed to aid law enforcement and regulatory agencies in tracking and identifying those involved in financial crimes, thus improving overall financial transparency in the U.S

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What are the Penalties?

The Corporate Transparency Act (CTA) establishes significant penalties for companies that fail to report beneficial ownership information as required. Penalties are meant to ensure compliance and deter businesses from attempting to obscure beneficial ownership details. Here’s an outline of the penalties:

1. Civil Penalties

  • Fine per Violation: Companies that fail to report, update, or correct beneficial ownership information can face civil fines of up to $500 for each day the violation continues.

  • Accumulation: This daily fine accumulates until the entity corrects the reporting failure, potentially leading to substantial fines over time.

2. Criminal Penalties

  • Willful Violations: If a company is found to have willfully failed to report, provided false or fraudulent information, or knowingly attempted to evade reporting requirements, criminal penalties can apply.

  • Fines: The fines for willful violations can be up to $10,000.

  • Imprisonment: Individuals responsible for the reporting failure could face imprisonment of up to 2 years for willful violations.

  • Misleading Information: Providing false or incomplete information intentionally is considered a willful violation, making it a criminal offense.

Who must report?

Under the Corporate Transparency Act (CTA) in the United States, companies required to report beneficial ownership information typically include most corporations, limited liability companies (LLCs), and other similar entities created in or registered to do business in the United States. However, there are specific exemptions to avoid burdening entities that are already under heavy regulation or are low-risk for money laundering and illicit finance. Here’s a breakdown:
 
Entities Required to Report

 

  1. Corporations, LLCs, and Similar Entities: Almost all domestic corporations and LLCs, as well as foreign companies registered to do business in the U.S., are required to report their beneficial owners.

  2. Unregulated Private Entities: Private companies without extensive reporting obligations are generally subject to the beneficial ownership reporting requirement unless they meet an exemption.

Business Meeting

Beneficial Ownership Information Report (BOIR)

$74

Billed one time

  • Filing of required Financial Crimes Enforecement Network report

  • Submission Confirmation

BOIR, and State Compliance Filings


$99/yr

Automatic renewal

  • Filing of required Financial Crimes Enforecement Network report

  • Submission Confirmation

  • Annual state filing requirements

  • Amendments and changes to secretary of state filings

  • BOIR updated filings

  • Dedicated specialist support

BOIR, State, and Federal Compliance Filings

$149/yr

Automatic renewal

  • Filing of required Financial Crimes Enforecement Network report

  • Submission Confirmation 

  • Annual state filing requirements

  • Amendments and changes to secretary of state filings

  • BOIR updated filings

  • Dedicated specialist support

  • Filing of federal compliance reports

  • Custom summary of federal, state, and local filing requirements

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