New Beneficial Ownership Information (BOI) Reporting Requirements due Jan. 1, 2025

Corporate Transparency Act Overview 

The Corporate Transparency Act (“CTA”) requires certain entities formed or registered with a state secretary of state (or similar office) to report their Beneficial Ownership Information (“BOI”) to the federal government via the Financial Crimes Enforcement Network (“FinCEN”), absent an exemption.

The deadline for most entities is January 1, 2025. This article summarizes who is impacted and what they must do to comply with the BOI reporting requirements.

Who Must File? 

Most “for profit” corporations, limited liability companies (LLCs), limited partnerships (LPs), limited liability partnerships (LLPs), and other similar entities formed or registered with a state secretary of state (or similar office) are considered “reporting companies” under the CTA and are required to file the BOI reports. 

The BOI reporting exemptions mostly cover non-profit entities or companies already heavily regulated by the federal government, such as large public companies, public accounting firms, insurance companies, banks, and other financial services firms. Most small businesses will qualify as “reporting companies” and have a BOI reporting obligation under the CTA. 

If in doubt, we recommend filing the BOI report.

For example, an LLC formed by filing articles of organization with the Missouri Secretary of State would qualify as a reporting company, and therefore, would be subject to the BOI reporting requirements.

Most states (including Missouri) do not require an entity to provide information regarding its beneficial owners during the incorporation process, which is what the CTA was intended to capture on the federal level.  

What Information Must Be Reported? 

The CTA requires “reporting companies” to provide information regarding the entity and its “beneficial owners.”  A beneficial owner is any individual who, directly or indirectly: (1) exercises substantial control over a reporting company; or (2) owns or controls at least 25 percent of the ownership interests of a reporting company.

For example, even a single-member LLC, owned and controlled 100% by its owner, would report the single member of the LLC as the beneficial owner on the BOI report, even if the LLC is disregarded for tax purposes (i.e. reported on Schedule C).

The information to be reported about the reporting company includes: 

• Legal name, trade name and “doing business as” name 

• Current U.S. address of the principal place of business, state of jurisdiction where formed (for domestic reporting companies) or where it was first registered to do business in U.S. (for foreign reporting companies) 

• Tax identification number (employer identification number or EIN).  

The information about the person filing for the reporting company (the “Company Applicant”) and the beneficial owners must be reported as well, which includes: 

• First and Last Name 

• Date of birth 

• Current Address (residential or business) 

• Current Passport or state ID or driver’s license number 

• A copy of whatever document is used for identification purposes (Passport and/or state ID or driver’s license) must also be attached.   

Important Filing Deadlines:

• Entities formed or registered to do business in the U.S. before January 1, 2024, must file their initial reports with FinCEN on or before January 1, 2025. 

• Entities formed or registered between January 1, 2024, and December 31, 2024, must file their initial reports within 90 calendar days of formation. 

• Entities formed or registered on or after January 1, 2025, must file their initial reports within 30 calendar days of formation. 

 
Changes to Reported Information

Reporting companies are required to report changes to the reporting information within 30 days after changes in the reporting information. 
 

Penalties for Non-Compliance 

Failure to comply with the CTA’s BOI reporting requirements may result in civil penalties of up to $500 per day for late filings and criminal penalties of up to $10,000 and/or two years’ imprisonment. 

Milton Law Group’s BOI Reporting Services 

Milton Law Group has reviewed our current client files to determine who may be required to submit BOI reports and for what entities. We are in the process of contacting current clients individually to ensure they are meeting their BOI reporting obligations.  

If you are a current and/or former client and believe you may be impacted and have not heard from us, or if you have any questions regarding the CTA and/or your BOI reporting requirements, please email your questions to BOI@miltonlawgroup.com.

Again, the deadline for most entities is January 1, 2025.