Who must report?

All US entities created by a filing made with a secretary of state, and all foreign entities registered to do business by the filing of a document with a secretary of state.

What needs to be reported?

Information about (i) the reporting company itself, (ii) information about the reporting company’s beneficial owners, and (iii) for entities formed on or after January 1, 2024, the individuals that helped form the company.

Who is a beneficial owner?

Generally, individuals who (i) own or control more than 25% of the ownership interests of the company, or (ii) exercise substantial control over the company. Beneficial ownership must be assessed on a case-by-case basis. See “Existing Entity as of January 1, 2024 – Transition to Compliance Plan,” which is also available in Goodwin’s Corporate Transparency Act Knowledge Center.

Exemptions

There are 22 exemption categories set forth in the final rules, including publicly-traded companies, investment companies and investment advisers, large operating companies, and pooled investment vehicles operated by exempt entities. Exemptions and their qualification criteria must be assessed on a case-by-case basis. See “Existing Entity as of January 1, 2024 – Transition to Compliance Plan,” which is also available in Goodwin’s Corporate Transparency Act Knowledge Center.

Penalties

Criminal and civil penalties for willful non-compliance.

Filing Process

Upload a PDF or prepare the report directly online at Boiefiling.fincen.gov/fileboir.

Timeline for Initial Filing

• Entities Formed or Registered before 2024: By January 1, 2025. Avoid the December rush!
• Entities Formed or Registered in 2024: Within 90 days of formation or registration.
• Entities Formed or Registered after 2024: Within 30 days of formation or registration.

Ongoing Filing Obligations:

Update filings for any change in information about the reporting company or its beneficial owners within 30 days of the change.

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