Your company is on the clock: Do you know when your company has to file its’ Beneficial Ownership Information?

You have probably heard about the Beneficial Ownership Reporting Act, its everywhere nowadays. 
So, I wanted to break it down to explain what it is and what that means for you and your business.

What is the Beneficial Ownership Reporting Act?
Congress enacted the bipartisan Corporate Transparency Act in 2021 (the “Act”) to curb illicit finance.  The Act requires many companies doing business in the United States to report information about the individuals who ultimately own or control them.  The Act is enforced by the United States Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). 

So. in something close to plain English the Act requires:  Almost all corporations and LLCs have to report to FinCEN who the people or companies are that either own or control them, directly or indirectly.  You file a beneficial ownership information report on a website created by FinCEN.

What is a reporting company?
There are two types of reporting companies:

  • Domestic reporting companies are corporations, limited liability companies, and any other entities created by the filing of a document with a secretary of state or any similar office in the United States.
  • Foreign reporting companies are entities (including corporations and limited liability companies) formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office.

There are exceptions for companies engaged in certain areas and you can find the exceptions here.

Who is a beneficial owner?
A beneficial owner of a company is any individual who, directly or indirectly, (a) exercises substantial control over a reporting company, or (b) owns or controls at least 25 percent of the ownership interests of a reporting company.

What is beneficial ownership information?
Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company.

When do I have to report my company’s information?

  • In business before 2024. A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report.
  • In business January 1, 2024 or later. A reporting company created or registered in 2024 will have 90 calendar days to file after receiving actual or public notice that its creation or registration is effective.
  • A reporting company created or registered on or after January 1, 2025, will have 30 calendar days to file after receiving actual or public notice that its creation or registration is effective.

Where do I report my company’s information?
If you are required to report your company’s beneficial ownership information to FinCEN, you will do so electronically through a secure filing system available via FinCEN’s BOI E-Filing website.

What type of information has to be reported?
Beneficial ownership information reporting is not an annual requirement. A report only needs to be submitted once, unless the person filing or the company needs to update or correct information. Typically, reporting companies must provide four pieces of information about each beneficial owner:

  • name;
  • date of birth;
  • address; and
  • the identifying number and issuer from either a non-expired U.S. driver’s license, a non-expired U.S. passport, or a non-expired identification document issued by a State (including a U.S. territory or possession), local government, or Indian tribe.

The company must also submit certain information about itself, such as its name(s) and address. In addition, reporting companies created on or after January 1, 2024, are required to submit information about the individuals who formed the company.

What are the penalties for failing to file the report?
The BOI carries potential civil and criminal penalties:

  • Civil penalties for a violation are up to $500 per day, or 
  • Criminal penalties of up to 2 years of imprisonment and/or a fine up to $10,000

Need help?
I am going to be submitting reports for people and companies that need help.  You can contact me at sjr@shawnjroberts.com for more

Posted by Shawn Roberts

On this blog, I write about and try to answer practical Oklahoma legal questions. My focus and most experience is in estate planning and business issues including Oklahoma non-compete law. I make a living as an attorney in the law firm I founded, Shawn J. Roberts, P.C. in Oklahoma City. I live in Edmond with my wife Amy and my two children, Sam (19) and David (11). We live precisely in the path of where the "wind comes sweeping down the plains."