WHAT MUST BE REPORTED ?

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WHAT INFORMATION MUST BE REPORTED

IF YOU ARE A REPORTING COMPANY?

The information that needs to be reported, depends on when the company was created or registered.

If a reporting company is created or registered on or after January 1, 2024, the reporting company will need to report information about itself, its beneficial owners, and its company applicants.

If a reporting company was created or registered before January 1, 2024, the reporting company only needs to provide information about itself and its beneficial owners. The reporting company does not need to provide information about its company applicants.


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What information will a reporting company have to report about itself?

A reporting company will have to report:

Its legal name;

Any trade names, “doing business as” (d/b/a), or “trading as” (t/a) names;

The current street address of its principal place of business if that address is in the United States (for example, a U.S. reporting company’s headquarters), or, for reporting companies whose principal place of business is outside the United States, the current address from which the company conducts business in the United States (for example, a foreign reporting company’s U.S. headquarters);

Its jurisdiction of formation or registration; and

Its Taxpayer Identification Number (or, if a foreign reporting company has not been issued a TIN, a tax identification number issued by a foreign jurisdiction and the name of the jurisdiction).

A reporting company will also have to indicate whether it is filing an initial report, or a correction or an update of a prior report.

What are some acceptable forms of identification that will meet the reporting requirement?

The only acceptable forms of identification are: 

  1. 1.  A non-expired U.S. driver’s license (including any driver’s licenses issued by a commonwealth, territory, or possession of the United States);
  2. 2.  A non-expired identification document issued by a U.S. state or local government, or Indian Tribe;
  3. 3.  A non-expired passport issued by the U.S. government; or
  4. 4.  A non-expired passport issued by a foreign government (only when an individual does not have one of the other three forms of identification listed above).
Is there a requirement to annually report beneficial ownership information?

No. There is no annual reporting requirement. Reporting companies must file an initial BOI report and updated or corrected BOI reports as needed.

Does a reporting company have to report information about its parent or subsidiary companies?

No, though if a special reporting rule applies, the reporting company may report a parent company’s name instead of beneficial ownership information.

A reporting company usually must report information about itself, its beneficial owners, and, for reporting companies created or registered on or after January 1, 2024, its company applicants.

However, under a special reporting rule, a reporting company may report a parent company’s name in lieu of information about its beneficial owners if its beneficial owners only hold their ownership interest in the reporting company through the parent company and the parent company is an exempt entity.

What information will a reporting company have to report about its beneficial owners?

For each individual who is a beneficial owner, a reporting company will have to provide:

The individual’s name;

Date of birth;

Residential address; and

An identifying number from an acceptable identification document such as a passport or U.S. driver’s license, and the name of the issuing state or jurisdiction of identification document.

The reporting company will also have to report an image of the identification document used to obtain the identifying number.

What information will a reporting company have to report about its company applicants?

For each individual who is a company applicant, a reporting company will have to provide:

The individual’s name;

Date of birth;

Address; and

An identifying number from an acceptable identification document such as a passport or U.S. driver’s license, and the name of the issuing state or jurisdiction of identification document.

The reporting company will also have to report an image of the identification document used to obtain the identifying number.

If the company applicant works in corporate formation - for example, as an attorney or corporate formation agent - then the reporting company must report the company applicant’s business address. Otherwise, the reporting company must report the company applicant’s residential address.

Can a reporting company report a P.O. box as its current address?

No. The reporting company address must be a U.S. street address and cannot be a P.O. box.

Have I met FinCEN’s BOI reporting obligation if I filed a form or report that provides beneficial ownership information to a state office, a financial institution, or the IRS?

No. Reporting companies must report beneficial ownership information directly to FinCEN.

Congress enacted a law, the Corporate Transparency Act, that requires the reporting of beneficial ownership information directly to FinCEN.

State or local governments, financial institutions, and other federal agencies, such as the IRS, may separately require entities to report certain beneficial ownership information.

However, by law, those requirements are not a substitute for reporting beneficial ownership information to FinCEN.

DISCLAIMER

Stanley Bronstein is a lawyer and a CPA, but he is not your lawyer or CPA unless and until he is hired by you as your lawyer and/or CPA. The information and opinions contained herein are just that, information and opinions intended to help you learn about and understand your filing requirements under the new Corporate Transparency Act. The information contained herein should not be considered to be the giving of legal advice or accounting advice, unless and until you hire Stanley Bronstein as your lawyer and/or CPA.

Copyright 2024 - Stanley F. Bronstein and fileCTApapers.com