If you own a business entity: a Limited Liability Company, a Corporation, a Partnership or any other entity; there is a major filing deadline approaching you need to be aware of.
Recently, Congress enacted the Corporate Transparency Act (the “CTA”) to combat tax evasion, money laundering, and financing terrorism. It requires that all entities, including entities that existed before January 1, 2024, with limited exceptions*, report certain information regarding the entity, primarily listing any beneficial owner(s) to the Financial Crimes Enforcement Network (“FinCEN”).
FinCEN defines a “Beneficial Owner” as any individual who, directly or indirectly, either exercises substantial control over the company (senior officers or the ability to appoint or remove certain officers or has influence over important decisions) or owns or controls at least 25% of the company’s ownership interests.
If your entity was formed before January 1, 2024, the first filing must be completed by January 1, 2025. Any entity formed on or after January 1, 2024, must file within 90 days of formation, and any entity formed on or after January 1, 2025, must file within 30 days of formation. There is no fee to file, but failure to timely file can lead to a civil penalty of $500.00 for everyday of non-compliance and a criminal penalty of up to $10,000.00 and/or up to two years in jail.
This is a one-time filing, however, if any of this information changes you must file with FinCEN within 30 days of the change.
This information will NOT be for public use. The information filed with FinCEN will only be accessible to certain government agencies such as ones engaged in national security, intelligence, and civil and criminal law enforcement, the Department of Treasury, and state and local law enforcement agencies in connection with criminal or civil investigations.
Anyone can file the BOI Report on their own, however, it is important that it be accurate as there are significant penalties for filing a false report. Most accountants are refusing to file BOI Reports for their clients given the potential liability.
If you would like Russo & Rizio to assist you with filing a BOI Report on behalf of your business, we would be happy to assist you. For simple filings with less than three members, we are doing so for a flat fee of $750.00. Click this link to submit your contact information and the name of your business and we will contact you shortly:
Click Here to have Russo & Rizio, LLC assist you with your BOI Reporting
*Limited Exemptions to the Requirement to file a BOI Report:
- SEC regulated companies;
- Regulated financial services companies, including banks, credit unions, depository institutions, institution holding companies, registered securities broker-dealers, registered investment companies and investment advisors, venture capital fund advisors, and pooled investment vehicles that are operated or advised by the foregoing;
- Insurance companies;
- PCAOB-registered accounting firms;
- Tax exempt entities;
- Inactive entities that existed before January 1, 2020, and are not engaged in active business, are not owned by a foreign person, have not had a change in ownership in the last 12 months, have not sent or received funds greater then $1,000 in the last 12 months either directly or through any financial account in which the entity or any affiliate of the entity had an interest, and do not hold any assets;
- Entities that employ more than 20 full-time employees in the US, have had an operating presence at a physical office in the US, and demonstrate more than $5 million in gross receipts or sales on their federal income tax return in the previous year (excluding outside the US). However, if a company falls below these thresholds in the future, they must file a report within 30 days.