Tyman & Hirsch, CPAs

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Beneficial Ownership Information (BOI)

What is Beneficial Ownership Information and does it apply to your business?

The Corporate Transparency Act, enacted on January 1, 2021, is a significant piece of legislation designed to combat financial crimes like money laundering, tax fraud, and terrorism financing. The CTA mandates that most businesses disclose information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.

Tyman & Hirsch, CPAs offers a convenient solution for filing and being compliant. If you already know about the BOI and are ready to get started with filing, please click here.

BOI logo from Financial Crime Enforcement Network

Who Needs to Report?

Reporting Companies:

  • Domestic Entities: Corporations (INC, C CORP, S CORP), limited liability companies (LLC), Partnerships, and other entities created by filing formation documents with a state or tribal authority. This includes single-member LLCs.
  • Foreign Entities: Companies formed under the laws of a foreign country that are registered to do business in the United States.

What is the Deadline to Report?

  • Existing Entities (formed before January 1, 2024): Must file their initial BOI reports by January 1, 2025.
  • New Entities (formed on or after January 1, 2024): Must file their initial BOI reports within 30 calendar days of formation or registration.

Did Something Change?

If any of the following events happened, you are required to file an amended BOI within 30 days of the event:
  • The name or the address of one or more of the Beneficial Owners have changed.
  • The address of the business has changed.
  • One or more of the Beneficial Owners have been added or removed.

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Who is considered a “Beneficial Owner”?

A beneficial owner is any individual who, directly or indirectly, exercises “substantial control” or owns or controls at least 25% of the company’s ownership interests.

An individual exercises “substantial control” if the individual (i) serves as a senior officer of the company; (ii) has authority over the appointment or removal of any senior officer or a majority of the board; or (iii) directs, determines, or has substantial influence over important decisions made by the Reporting Company. Thus, senior officers and other individuals with control over the company are beneficial owners under the CTA, even if they have no equity interest in the company.

In addition, individuals may exercise control directly or indirectly, through board representation, ownership, rights associated with financing arrangements, or control over intermediary entities that separately or collectively exercise substantial control.

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Penalties for Non-Compliance

Failing to comply with the CTA can result in severe consequences:

  • Civil Penalties: Up to $500 per day for each day the violation continues.
  • Criminal Penalties: Fines up to $10,000 and/or imprisonment for up to two years.

Examples of Non-Compliance Scenarios

  • Case 1: Late Filing
    A company formed on January 15, 2024, fails to submit its BOI report within 30 days. The company can be fined $500 for each day the report is late.
  • Case 2: False Information
    An individual provides incorrect identification details to conceal their identity as a beneficial owner. Both the individual and the company may face criminal charges, including fines and imprisonment.
  • Case 3: Failure to Update
    A beneficial owner sells their 25% stake, and the company does not update its BOI report within 30 days of the change. The company may incur daily fines until the report is updated.
Man in a suit behind prison bars