Effective January 1, 2024, the Corporate Transparency Act (CTA) requires most business entities to file an initial report with the Financial Crimes Enforcement Network (FinCEN) to disclose the entity's beneficial owners.
Entities that existed before January 1, 2024 have until January 1, 2025 to comply with the new law. The Treasury Department estimates that 32.6 million initial and 6.6 updated reports will be filed in 2024; in 2025 and forward, 5 million initial and 14.5 million updated reports will be filed yearly.
There has been much debate in the tax community as to the typical tax practice’s role in helping their small business clients navigate this new requirement. There is not one correct approach except that simply ignoring it is inadvisable.
To file the BOIR, visit the BOI E-Filing System.
There are two options: the PDF upload or the online system. You can choose either of the options below...the instructions that follow are for the Online Registration.
There are five steps to file the BOIR. First, enter the report type and the preparation date (the system auto-populates the preparation date).
Second, the provide the required information about itself. A reporting company can request to receive a FinCEN ID by selecting box 3. The reporting company can add a trade name or a “doing business as” (DBA).
The reporting company must provide a tax identification number; one of the options was a Social Security number. I do not think a single-member LLC (SMLLC) with no EIN requirement will have to get an EIN to file the BOIR; however, this is a non-tax reason why an SMLLC may request an EIN when it is otherwise not required to do so.
The reporting company must list the formation jurisdiction; this may be different than the primary location where the entity does business.
Next, the reporting company must disclose its current U.S. address.
The third section is the disclosure of the reporting company’s company applicant(s). The company applicant is the individual or firm who formed the entity by filing the documents with the Secretary of State or equivalent office. A reporting company that existed as of January 1, 2024 is exempt from providing company application information; be sure to check box 16 to avoid having to complete this section if applicable.
The fourth section is the disclosure of the reporting company's beneficial owner(s). This section was simple for me, as I only had to add the FinCEN ID I obtained earlier. For beneficial owners without a FinCEN ID, the reporting company will have to provide the same information required for the FinCEN ID.
The reporting company can add more beneficial owners by clicking on the “Add Beneficial Owner” blue box in the upper right portion of the screen.
The last section of the BOIR is submitting the report, and the individual submitting the report on behalf of the reporting company must provide their name and email address.
After submitting the report, the final screen verifies the BOIR was submitted to FinCEN with a BOIR ID and Submission Tracking ID. If the reporting company requested a FinCEN ID, it is displayed on the final screen.
If you have any questions or need any assistance, please let us know!
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