Beneficial Ownership Interest Reporting

“On January 1, 2024, the reporting requirements established by the U.S. Corporate Transparency Act (“CTA”) went into effect.

In general, the CTA requires those with a “beneficial ownership” in certain entities to report their ownership and identifying information to the U.S. government (the “BOI Report”).

Businesses that are required to file a BOI Report are referred to as “domestic reporting companies”. All corporations, LLCs, limited partnerships, and other entities created by filing a document with a secretary of state or similar office are considered domestic reporting companies, unless an exemption applies. The exemptions are generally limited to entities that are already subject to federal regulation, such as publicly traded companies.

A domestic reporting company formed prior to January 1, 2024 must file its first BOI Report by December 31, 2024.  A domestic reporting company formed between January 1, 2024 and December 31, 2024 must file its first BOI Report within 90 days of formation.  If there is a change to the information reported, an updated report must be filed within 30 days of the change.

Each BOI Report must include certain information about the reporting company and its “beneficial owners.” A “beneficial owner” includes anyone who owns or controls 25% or more of the company or who “exercises substantial control” over the company.  “Substantial control” is broadly defined, and will depend on the particular management and decision-making structure of the entity.

For reporting companies formed on or after January 1, 2024, the BOI Report must also include information about the reporting company’s “company applicant”. A “company applicant” is the individual who files the document creating the entity and anyone who directs that it be filed.

BOI Reports are filed electronically through the U.S. Department of Treasury’s Financial Crimes Enforcement Network’s website (found here – https://www.fincen.gov/boi).

Please contact our office if you have any questions, or if you would like our assistance in navigating your reporting obligations under the CTA.”

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