12/01/2023
A new reporting rule goes into effect on January 1, 2024 requiring the filing of a special form directly online with the Financial Crimes Enforcement Network (FinCEN).
• Entities created by filing with a secretary of state or equivalent official including single member LLC’s (even if filing Schedule C), homeowners associations, multi-member LLC’s, S corporations and C Corporations that are not exempt must disclose beneficial ownership:
o Within 90 days of formation of a new business in 2024; or
o By December 31, 2024 for companies that were in existence before 2024.
• Beneficial owner information includes full legal name, date of birth, residential street address and passport or driver’s license image (picture). A beneficial owner is an individual owning 25% or more of the entity, as well as officers, board members and non-owner managers.
• Ownership and address changes will have to be reported within 30 days of occurrence.
• Penalties for non-compliance are $500 per day and up to 2 years in prison.
There are very few exceptions for small businesses, and newly formed LLC’s and corporations have the biggest exposure for non-filing. Many of the exceptions are entities already regulated by federal or state governments and as such already disclose their beneficial ownership information to governmental authorities. Please see the attached “BOI Guide” PDF pages 10-14 for a full list of exempt entities and related questions to determine if you may be exempt.
A notable exception is for “large operating companies” defined as companies that meet all of the following requirements:
Employ at least 20 full-time employees in the U.S.
Gross revenue (or sales) over $5 million on the prior year’s tax return
An operating presence at a physical office in the U.S.
We are able to complete this form for you, but only with your specific written authorization. We will charge a fee to complete this form, which we currently estimate at $300-$500 per entity. As the CTA is not a part of the tax code, the assessment and application of many of the requirements set forth in the regulations, including but not limited to the determination of beneficial ownership interest, necessitate the need for legal guidance and direction. As such, since we are not attorneys, our firm is not able to provide you with any legal determination as to whether an exemption applies to the nature of your entity or whether legal relationships constitute beneficial ownership. The attached Client letter provides details on the information we will require to complete this form.
At the present time there are NO extensions available and the website to report this information is not expected to be available until January 1, 2024.
Because of the incredible amount of confidential information that must be provided, we strongly emphasize that you do NOT use unknown 3rd party solicitors, which we expect to soon emerge, because they could use this confidential information to steal your or your company’s identity or data. This alert is on the FinCEN website.
Alert: FinCEN has been notified of recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act. The fraudulent correspondence may be titled "Important Compliance Notice" and asks the recipient to click on a URL or to scan a QR code. Those e-mails or letters are fraudulent. FinCEN does not send unsolicited requests. Please do not respond to these fraudulent messages, or click on any links or scan any QR codes within them.
More information is available on the FinCen’s BOI Website.
We will send out additional information and updates as it becomes available.
Sincerely,
Miller CPA Group, LLC