In 2021, Congress passed the Corporate Transparency Act to establish a beneficial ownership information reporting requirement. The aim is to enhance transparency and deter individuals with malicious intentions from using shell companies or unclear ownership structures to conceal or profit from illicit gains.

Starting from January 1, 2024, certain U.S. companies must share details about the people who own or manage the company (beneficial owners) with FinCEN (Financial Crimes Enforcement Network). The CTA became law in 2020 as part of the Anti-Money Laundering Act, included in the National Defense Authorization Act for Fiscal Year 2021.

Beneficial ownership information refers to identifying information about theindividuals who directly or indirectly own or control a company.

Reporting companies who are obligated to file are:

• Domestic reporting companies include Corporations, LLCs, and other entities created by filing with a U.S. secretary of state or a similar office.
• Foreign reporting companies include entities formed under foreign law registered to do business in the U.S. through filing with a secretary of state or similar office.

The exempted companies that do not need to file BOI are:

• Big operational companies with over 20 full-time employees in the United States maintain a physical office presence in the US and have filed a federal income tax or information return demonstrating gross receipts or sales exceeding $5 million in the previous year.
• Companies involved in investments, along with advisors for investments and venture capital funds, are officially registered with the Securities and Exchange Commission (SEC).
• Pooled investment vehicles operated or advised by specific financial entities.

All reporting companies should include the following information in the Beneficial Ownership Information report -

Reporting Company Details:

1. Legal name
2. Trade names
3. Current U.S. business address
4. Jurisdiction of Formation
5. Taxpayer Identification Number (TIN) or foreign-issued tax identification number and issuing jurisdiction.

Beneficial Owner Details:For each beneficial owner, the reporting company must provide:

1. Name
2. Date of birth
3. Residential address
4. Identifying numbers from an acceptable ID document (e.g., passport or U.S. driver's license) and the issuing state or jurisdiction. (Include a copy of the identification document used for obtaining the identifying number).

Company Applicant Details:Only applicable for companies incorporated on or after 1st Jan 2024. For each company applicant, the reporting company must provide:

1. Name
2. Date of birth
3. Address
4. Identifying numbers from an acceptable ID document (e.g., passport or U.S. driver's license) and the issuing state or jurisdiction. (Include a copy of the identification document used for obtaining the identifying number).

A beneficial owner is an individual who either directly or indirectly:

1. Owns or controls at least 25% of the reporting company’s ownership interests.
2. Exercises substantial control over the reporting company.

An individual is considered to exercise substantial control over a reporting company if they:

• Hold a senior officer position (e.g., president, CFO, general counsel).
• Possess the authority to appoint or remove specific officers or a majority of directors.
• Serve as an important decision-maker for the company.
• Exercise any other form of substantial control over the reporting company.

Reporting companies formed or registered on or after January 1, 2024, are required to report their company applicants. A company may have up to two potential applicants:

1. The person directly filing the document for company creation or registration.
2. If multiple individuals are involved, the person primarily responsible for directing or controlling the filing.

Reporting companies established or registered before January 1, 2024, must file their initial beneficial ownership report by January 1, 2025. For those created or registered on or after January 1, 2024, the deadline is 30 days from receiving notice of their effective creation or registration or from the first public notice by the secretary of state or similar office, whichever comes first.

FinCen will issue a penalty of $10,000 fine for intentionally not filing it and $250,000 to $500,000 for reporting incorrect information.

No. There will be no government fee for submitting your beneficial ownership information report to FinCEN.

Providing false information or failing to report/update beneficial ownership may lead to penalties. Civil fines are $500 per day, and criminal penalties include fines up to $10,000.

If a report with inaccurate information is filed without the reporting company's knowledge, there's a 90-day safe harbor to submit a corrected report.