FinCEN Beneficial Ownership Information Reporting

The Corporate Transparency Act (CTA) went into effect on January 1, 2024, and requires many companies to report their beneficial ownership information (BOI) beneficial ownership information (BOI) by January 1, 2025. This report must be filed with the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.  

Reporting Companies 

Under the CTA, any foreign or domestic company that is considered a reporting company is required to provide company information and beneficial ownership information. A reporting company is broadly defined as any corporation, limited liability company, or similar entity that is created or registered to do business in the United States by filing documents with a secretary of state or a similar office of a U.S. state or tribal government.  

Beneficial Owners and Company Applicants 

The reporting company must submit information about the company itself as well as its beneficial owners and company applicants. A beneficial owner is any individual who exercises “substantial control” over the reporting company, either directly or indirectly, or who owns or controls 25% or more of the reporting company’s ownership interests. 

Any company formed on or after January 1, 2024, must also report personal information for at least one company applicant, i.e., those responsible for directly or indirectly filing the documents that created the reporting company.  

Time to Report 

• Companies formed prior to January 1, 2024, will have until January 1, 2025, to file an initial Beneficial Ownership Information Report. 

• Companies formed on or after January 1, 2024, but before January 1, 2025, have 90 calendar days to file their initial report.  

• A company formed on or after January 1st, 2025, will have 30 calendar days to file its initial report. 

Reports may be filed electronically through a secure filing system via FinCEN’s BOI E-Filing website.  

The CTA’s reporting requirements will impact many companies and may require a significant amount of information gathering and analysis. Most CPA firms are not providing BOI advisory services. Accordingly, those impacted should consult with legal counsel to determine their reporting obligations.