Please be aware of a very important upcoming filing requirement that may affect you directly. The Corporate Transparency Act (CTA) mandates that business entities both domestic and foreign, report their Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). Penalties are substantial for not complying. You should contact your attorney or a third-party provider because at the present time regulatory constraints prohibit us from providing any advice on this filing. Key points you should be concerned with are as follows.
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Reporting Company: U.S. Corporations, LLC’s (including single member LLC’s), LP’s, LLP’s, business trusts/statutory trusts, and Non-U.S. Corporations, LLC’s and other similar entities registered to do business in the United States.
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Reporting Requirements: Reporting companies must provide detailed information including full company name, business address, State of Formation, Employer Tax Identification number, specific details about each beneficial owner such as name, birthdate, address, and an identifying document number from either a nonexpired driver’s license or passport along with a scanned image of that document, and possibly a company applicant. These reports are filed online with FinCen at www.fincen.gov/boi.
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Beneficial Owner: This is defined as any individual who either substantially controls a reporting company such as a corporate officer or owns/controls at least 25% of the ownership interest in the reporting company.
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Exemptions: There are 23 exemptions but most of you will not meet one of these exemptions. Certain entities like financial services institutions, non-profits, and larger companies that employ more than 20 people with over $5 million in gross revenue with a physical presence in the U.S. are exempt.
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Due Dates: Companies formed or registered prior to January 1, 2024 have until January 1, 2025 to file the report. Companies formed or registered after January 1, 2024 must file within 90 days of formation or registration. Any change in ownership or if the identifying documents noted above expired and were reissued, an updated report must be filed within 30 days of the change.
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Penalties: The penalties for failure to file or filing a false or incomplete report are $500 per day. Criminal penalties can include fines up to $10,000 and imprisonment for up to two years.
It is essential that you understand that it is solely your company’s responsibility for complying with these reporting requirements. Once again, we strongly encourage that if you have any questions to contact your attorney, a third-party provider, or go to the Financial Crimes Enforcement Network website at www.fincen.gov/boi.
Thank you for your attention to this matter.
Very truly yours,
Staff Ciampino & Co. P.C.