January 1 Deadline For Filing BOIR Approaching
Government contracting companies that were in existence as of January 1, 2024, have until January 1, 2025, to file their Beneficial Ownership Information Report (BOIR) with the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
In 2021, Congress passed the Corporate Transparency Act (CTA) to combat financial crimes including tax fraud, money laundering, and financing for terrorism. The CTA requires many, if not most, U.S. companies to report information about their beneficial owners to FinCEN, which will store the information in a secure, confidential database. With few exceptions, a reporting company under the CTA is a corporation, limited liability company (LLC), or any other business that is created in the U.S. by filing a document with a state secretary of state or similar office. Foreign companies registered to do business in any U.S. state or Indian tribe also are reporting companies under the CTA. A beneficial owner is any individual who, directly or indirectly exercises substantial control over a reporting company or owns or controls at least 25 percent of the ownership interests of a reporting company.
Besides reporting on their beneficial owners, U.S. companies created on or after January 1, 2024, and foreign companies first registered to do business in the U.S. on or after January 1, 2024, must also report on their company applicants. A company applicant is the individual who directly filed the document that created the domestic reporting company or the individual who directly filed the document that first registered a foreign reporting company. "Directly," for purposes of the CTA, means the individual who would have actually physically or electronically filed the document with the secretary of state or similar office. When more than one individual is involved in the filing of the document that created or first registered the company, a company applicant also includes the individual who directs or controls the filing action.
As stated, companies in existence as of January 1, 2024, have until January 1, 2025, to file their initial BOIR. Companies created or registered to do business in the U.S. on or after January 1, 2024, and before January 1, 2025, have 90 calendars after receiving notice of the company’s creation or registration to file their initial BOIR. Companies created or registered on or after January 1, 2025, have 30 calendar days from actual or public notice that their creation or registration is effective to file their initial BOIR.
For more information about the BOIR or how to file the BOIR electronically online with FinCEN go here.
