This is notice of important information pertaining to the Corporate Transparency Act and the beneficial ownership reports required to be filed under the Act. 

As you may be aware, the beneficial ownership information (“BOI”) reporting requirement of the Corporate Transparency Act (“CTA”) went into effect on January 1, 2024. The reporting requirement applies to United States corporations, limited liability companies, limited partnerships and other entities created by the filing of a document with the Secretary of State.

Jakubowski, Robertson, Maffei, Goldsmith & Tartaglia LLP (JRMGT)  will not be filing BOI reports on behalf of our clients unless specifically requested to do so. If you choose not to avail yourself of this service, many accountants or Corporate Service Companies will also do so on your behalf.

Entities covered under the CTA which do not meet any of the exemption criteria are required to file a BOI disclosure statement with the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the Department of the Treasury, detailing information regarding the company and any of its “beneficial owners.” 

“A beneficial owner under the CTA is either (1) any party having a 25% or greater interest in a company; or (2) any party having “substantial control” over the company. A party is deemed to have substantial control over a company if they (1) serve as a senior officer; (2) have the authority to appoint or remove senior officers; or (3) have substantial influence over important decisions relating to the company. In addition, all covered entities created on or after January 1, 2024 also need to report certain information regarding the “company applicant,” or the party or parties that initially filed to form the company.”

The information required to be disclosed to FinCEN includes the company’s name, address, the jurisdiction in which it is formed and its taxpayer identification number. The names, birthdates, residential addresses and a copy of a valid form of ID (driver’s license, passport, etc.) of all beneficial owners and company applicants (for reporting companies created on or after January 1, 2024) are also required to be disclosed. Only one filing providing all of the required BOI information for all parties having a 25% or greater interest in a company or of any party having “substantial control” over the company is required.

There are several exemptions to the reporting requirements under the CTA, including for larger companies that are already regulated through other means (banks, investment companies, insurance companies, public utilities, certain accounting firms, etc.). A comprehensive list of the twenty-three (23) exemptions under the CTA can be found in the small entity compliance guide from FinCEN’s website. A copy of the small entity compliance guide from FinCEN’s website is at the below link.

 

https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf.

 

Relevant deadlines to file initial BOI reports under the CTA are as follows:

Covered entities in existence prior to January 1, 2024 have until January 1, 2025 to submit their initial BOI report to FinCEN. 

Covered entities formed after January 1, 2024, but prior to January 1, 2025, have ninety (90) days after formation to submit their initial BOI report to FinCEN. 

Covered entities formed after January 1, 2025 will have thirty (30) days after formation to submit their initial BOI report to FinCEN. 

Covered entities that have previously filed BOI reports, are required to submit an additional disclosure to FinCEN within thirty (30) days of filing an amendment with the Secretary of State to report any changes to previously disclosed BOI. 

There are civil and criminal penalties associated with non-compliance (up to a $10,000 fine and imprisonment for up to two (2) years) so we stress the importance of strict compliance with these deadlines.

It is important that you comply with these requirements and deadlines to avoid significant penalties and the risk of imprisonment regardless of your decision to utilize our firm to perform the filing for you.  Please feel free to contact our office with questions.  631-360-0400 or inquire on our website at www.jrmgtattorneys.com.