Additionally, reporting companies formed after January 1, 2024, will be required to include information on the report about the individual who filed the formation documents to form the reporting company (known as the company applicant). The company applicant can be an owner of the reporting company or the attorney who filed the formation documents on behalf of the reporting company, for example.

Below is a list of requirements and tips for reporting for each entity required to file.

Beneficial Ownership Information Reports

When filing the initial beneficial ownership information (BOI) reports with the Department of Treasury, the reports will need to include the following information about the reporting company itself:

• Full legal name of the reporting company
• Any trade names or doing business as names
• Complete current address of the reporting company’s principal place of business
• The reporting company’s state, tribal, or foreign jurisdiction of formation
• For foreign reporting companies, the state or tribal jurisdiction where it first registered in the U.S., and
• The reporting company’s IRS taxpayer identification number

As for the beneficial owners and up to two of the company applicants for reporting companies created after the effective date, the report must include the following information:

• Full legal name
• Date of birth
• Complete current residential street address, or, in the case of company applicants who form or register reporting companies in the course of their business, current business address
• Unique identifying number from a state-issued ID or passport, and
• A picture of the state-issued ID or passport

There will be no fee for filing the reports with FinCEN.

Who Is A Beneficial Owner?

Under the act, a “beneficial owner” is defined as any individual who, directly or indirectly, either exercises substantial control over the reporting company or owns or controls 25% or more of the ownership interests of the reporting company. An individual exercises substantial control over a reporting company if the individual serves as a senior officer of the reporting company, has authority over the appointment or removal of any senior officer or a majority of the board of directors, directs, determines, or has substantial influence over important decisions made by the reporting company, and/or has any other form of substantial control over the reporting company.

Where to File/Filing Deadlines

The Department of Treasury is currently in the process of developing the Beneficial Ownership Secure Systems (BOSS) for the secure collection and storage of the BOI reports. The link for submitting the BOI reports will be found on the FinCEN website.

Reporting companies that were created or registered before the effective date will have until January 1, 2025, one year from the effective date, to file their initial reports. For reporting companies created or registered after the effective date, pursuant to FinCEN’s Notice to Proposed Rulemaking dated September 27, 2023, reporting companies will have 90 days from the date that they receive confirmation of entity formation or registration from their respective filing office. Furthermore, reporting companies will have to file subsequent reports if there are changes (30 days after the change occurs) or inaccuracies (30 days after the reporting company becomes aware of inaccuracies) to the BOI from their initial report.

Tactics for Compliance

With these new requirements and the amount of information to collect and report, it would be beneficial for reporting companies to put strategies in place to collect the necessary information for initial filings, as well as for any changes or inaccuracies for subsequent filings.

Reporting companies that wish to file themselves can use FinCENreport.com and its CTA Compliance HUB. This service allows users to securely store their BOI, e-file their BOI reports to FinCEN, and provides resources to stay informed and compliant with the CTA.

For larger reporting companies, assigning a compliance officer to the reporting company would be helpful. This will ensure that at least one person within the reporting company handles the responsibilities associated with the CTA reports.

Another option is to use entity management software. Entity management software allows the reporting companies to have all of the BOI in one system, easily track changes in the BOI of the reporting company, and access the BOI for the reporting company, as well as any affiliations or subsidiaries that that the reporting company owns, which will also need to be reported under the CTA.

Finally, reporting companies could contact their legal counsel or accounting professionals for advisement about the act. These consultants will be able to inform the reporting companies of the requirements to meet under the act, and assist them in compiling the required information and filing the reports on its behalf.