Attention Owners of Companies in the U.S. FinCEN, the Financial Crimes Enforcement Network agency under the U.S. Department of the Treasury, has issued a bulletin announcing that it has extended the filing deadline by 30 days to March 21, 2025 for most companies! Last December there was a U.S. District Court ruling to stay the BOI filing requirements, but after several setbacks it has finally come to a conclusion The BOI filing requirements are still back in effect, and the deadline for most U.S. companies to file their BOIs has been extended to March 21, 2025!
Attention owners of companies in the U.S. FinCEN, the Financial Crimes Enforcement Network agency under the U.S. Department of the Treasury, has issued a bulletin announcing that it has extended the filing deadline by 30 days to March 21, 2025 for most companies!
Last December there was a U.S. District Court ruling to stay the BOI filing requirements, but after several setbacks it has finally come to a conclusion The BOI filing requirements are still back in effect, and the deadline for most U.S. companies to file their BOI filings has been extended to March 21, 2025!
Screenshot courtesy of fincen gov, copyrighted by the original author
What’s changed in the filing schedule? If the company was formed or incorporated before January 1, 2024, the filing date has been changed from January 1, 2025 to March 21, 2025 If the company was formed or incorporated during the period of 2024, the BOI must be filed within 90 calendar days of receipt of actual notice of the effective date of formation or incorporation or of the public notice of such formation or incorporation, whichever is earlier If the company was formed or incorporated on January 1, 2025 or later, the filing deadline has been extended to March 21, 2025 for most US companies. If the company is formed or incorporated on or after January 1, 2025, the BOI must be filed within 30 calendar days of receipt of actual notice or public announcement of the effective date of incorporation or registration of the company The company must submit any updates or corrections to previously filed beneficial ownership information to FinCEN within 30 days of the filing If the filing deadline previously obtained was later than March 21, 2025, you may continue to refer to the initial filing deadline without the March 21 deadline. deadline and do not need to file by March 21st. National Small Business United v Yellen Plaintiff businesses in National Small Business United v Yellen are not required to file a BOI at this time due to ongoing litigation, but the requirement may be reinstated in the future.
What are the changes to the filing schedule?
If the company was formed or incorporated before January 1, 2024, the filing date has been adjusted from January 1, 2025 to March 21, 2025
If the company was formed or incorporated during 2024, the BOI must be filed within 90 calendar days of receipt of actual or public notice of the effective date of formation or incorporation, whichever is earlier.
If the company is formed or incorporated on or after January 1, 2025, a BOI must be filed within 30 calendar days of receipt of actual or public notice of the effective date of incorporation or registration.
The company must file any updates or corrections to previously filed beneficial ownership information with FinCEN within 30 days
If a previously obtained filing deadline is later than March 21, 2025, it may continue to reference the initial deadline and need not file by March 21st.
Plaintiff businesses in National Small Business United v Yellen These businesses are not required to file a BOI at this time due to ongoing litigation, but the requirement may be reinstated in the future.
Screenshot from the official instructions for filing a BOI, copyrighted by the original author.
In 2021, the U.S. passed the Corporate Transparency Act, or CTA for short, to combat money laundering, tax evasion, tax fraud, and other financial crimes, and to make it more difficult for crooks to hide their ill-gotten gains through shell companies or other opaque ownership structures. The passage of this bill is not only an important means for the U.S. government to combat money laundering and other financial crimes, but also a major boost to the transparency of business operations. Companies subject to this bill are required to declare their beneficial ownership information, i.e., Beneficial Ownership Information, or BOI for short, to FinCEN, a financial crime enforcement network agency under the U.S. Department of the Treasury. If you are confused when declaring your BOI, or feel that the BOI is a hassle and want to leave it to the professionals to handle, you can always Contact us for help
In 2021, the U.S. passed a heavyweight bill Corporate Transparency Act, or CTA, to combat money laundering, tax evasion, tax fraud and other financial crimes, making it more difficult for lawbreakers to hide their illegal gains through shell companies or other non-transparent ownership structures.
The passage of this bill is not only an important means for the U.S. government to combat money laundering and other financial crimes, but also a major boost to the transparency of business operations. Companies subject to this bill are required to declare their beneficial ownership information, or Beneficial Ownership Information, or BOI, to FinCEN, the Financial Crimes Enforcement Network agency under the U.S. Department of the Treasury.
If you are confused when filing BOI, or feel that BOI is troublesome and want to leave it to the professionals, you can always contact New for help!
What is BOI filing? BOI, or Beneficial Ownership Information, is the information that a company needs to provide to FinCEN, the Financial Crimes Enforcement Network, to prove who the real beneficiary behind the business is. Typically, a beneficial owner is someone who directly or indirectly owns more than 25 shares of a company or has substantial control over the company. This filing process is designed to ensure that the actual controllers of a business are not hiding behind the scenes, circumventing the law or carrying out illegal activities through the company. Through this mechanism, the government hopes to make information about the true beneficiaries of a business more transparent in order to more effectively combat financial crimes. Knowingly failing to report complete or updated beneficial ownership information to FinCEN, or knowingly providing or attempting to provide false or fraudulent beneficial ownership information may result in civil or criminal penalties, including civil penalties of up to 500 for each day the violation continues, or criminal penalties including up to two years’ imprisonment and or a fine of up to 10,000. Senior management of an entity that fails to file a required BOI report may be liable for the conduct.
What is a BOI filing?
BOI, or Beneficial Ownership InformationBeneficial Ownership Information, is information that a company is required to provide to FinCEN, the Financial Crimes Enforcement Network agency, in order to prove who the true beneficiary behind the business is. Typically, a beneficial owner is someone who directly or indirectly owns more than 25 shares of a company or has substantial control over the company.
This filing process is designed to ensure that the actual controllers of a business are not hiding behind the scenes, circumventing the law or carrying out illegal activities through the company. Through this mechanism, the Government hopes to make the information on the real beneficiaries of enterprises more transparent in order to combat financial crimes more effectively.
Knowingly failing to report complete or updated beneficial ownership information to FinCEN, or knowingly providing or attempting to provide false or fraudulent beneficial ownership information may result in civil or criminal penalties, including civil penalties of up to 500 for each day the violation continues, or criminal penalties including up to two years’ imprisonment and or a fine of up to 10,000. Senior management of an entity that fails to file a required BOI report may be liable for the conduct.
Which businesses are required to file a BOI report? Almost all small and medium-sized businesses in the U.S. are required to file a BOI report. A reporting company is any entity that meets the definition of a reporting company and does not qualify for an exemption, which is divided into two categories: Domestic Reporting Companies and Foreign Reporting Companies Limited Liability Companies, LLCs, or corporations incorporated in the U.S. under the laws of a state or Indian tribe by filing with the Secretary of State or any similar agency, or foreign corporations, and incorporated in the U.S. by such filing, or foreign corporations. corporation and is registered to do business in any state or Indian tribe of the United States by such filing. If the company is neither a domestic nor a foreign reporting company, does not meet either definition, or qualifies for an exemption, it is not required to file a BOI report with FinCEN. The following screenshot clearly shows what kind of company is a reporting company
What companies are required to file a BOI report?
Almost all small and medium-sized businesses in the U.S. are required to file a BOI report. A reporting company is any entity that meets the definition of a reporting company and does not qualify for an exemption, and there are two types of reporting companies: domestic reporting companies and foreign reporting companies.
Corporations Limited Liability Companies LLCs, or corporations organized in the United States under the laws of a state or Indian tribe by filing documents with the Secretary of State or any similar agency.
or foreign corporation, and by such filing is registered to do business in any state or Indian tribe of the United States.
A company is not required to file a BOI report with FinCEN if it is neither a domestic nor a foreign reporting company, does not meet either definition, or qualifies for an exemption.
The following screenshot clearly shows what kind of company is a reporting company
The policy is to exempt 23 specific types of entities from the reporting requirement, and entities that qualify for these exemptions are not required to submit a BOI report to FinCEN, but of course these 23 types of entities are required to meet the specific qualification requirements for each category! The screenshot below provides a complete list of exemptions
After looking at these two lists you may ask, why does it seem like the ones that are required to file are small and medium sized businesses? This is because most financial crimes tend to take advantage of the complex structure and weaker regulation of smaller businesses. These businesses are often difficult to track in the globalized business world, whereas large corporations and banks are subject to stricter regulations and are relatively transparent, and therefore not targeted by the CTA.
After reading these two lists you may wonder why it seems that it is the small and medium sized businesses that are required to file.
This is because most financial crimes tend to take advantage of the complex structure and weaker regulation of smaller businesses. These businesses are often difficult to track in the globalized business world, whereas large corporations and banks are subject to stricter regulations and are relatively transparent, and therefore not targeted by the CTA.
What beneficial owner information needs to be disclosed for a BOI filing? After confirming that a company is a reportable company, you need to identify the beneficial owners of the filing. A beneficial owner is any individual who, directly or indirectly, meets the following conditions Exercises substantial control over the reporting company or owns or controls at least 25 ownership interest in the reporting company. What is Substantial Control? An individual exercises substantial control over a reporting company if the individual meets any of the following four generalized criteria Officers have the power to appoint or remove certain officers or a majority of the directors of the reporting company are key decision makers or the individual otherwise exercises substantial control over the reporting company. What is an ownership interest? Ownership interests may include equity shares stock or voting rights capital or profits interests convertible instruments options to buy or sell any of the above or other non-binding privileges other instruments used to establish ownership contracts or mechanisms. It is important to note that individuals who are required to file may be beneficial owners through substantial control, ownership interests, or both, and that a reporting company may have multiple beneficial owners, with no upper limit on the number required.
What beneficial ownership information is required to be disclosed in a BOI filing?
After confirming that the company is a reportable company, the beneficial owners of the filing need to be identified.
A beneficial owner is any individual who, directly or indirectly, exercises substantial control over the reporting company or owns or controls at least 25% of the ownership interest in the reporting company.
What is Substantial Control?
An individual exercises substantial control over a reporting company if the individual meets any of the following four general criteria
Senior management
Authority to appoint or remove certain officers or a majority of the directors of the reporting company
Are key decision makers
or that person otherwise exercises substantial control over the reporting company.
What is an ownership interest?
Ownership interests can include Equity Stock or voting rights Capital or profit interests Convertible instruments Options to buy or sell any of the above interests or other non-binding privileges Other instruments used to establish ownership Contracts or mechanisms.
It is important to note that a reportable individual may be a beneficial owner through substantial control, ownership interests, or both, and a reporting company may have multiple beneficial owners with no upper limit on the number required.
How to make a BOI declaration?
Next, let’s talk about the most important question How to file a BOI? The declaration procedure is not as complicated as imagined. The declaring company declares the beneficial ownership information electronically through FinCEN’s website www fincen gov boi, and the system will send a receipt confirmation after the declaration is completed.
Specific steps include
Create a FinCEN account First, companies need to visit the FinCEN website and create a filing account. Through this account, it is possible to complete and submit the beneficial ownership information online.
Collecting Information Before filing, you need to collect the company’s beneficiary owner information, and Xiaonu will provide a list of specific information in the next section.
Fill out the filing form After logging in to your FinCEN account, you will see a special BOI filing form, in which you need to fill out the company’s beneficiary information item by item and make sure that all the information matches the actual situation.
Submitting the Declaration After confirming that the information is correct, you can formally submit the declaration; FinCEN will review the declaration and may ask you to resubmit it if there are any problems with the information.
Updating Information If there is a change in the beneficiary of the business, such as a transfer of shares or a change in directors, etc., you need to update it within 30 days. This means that filing is not a one-time operation, but a task that requires continuous updating.
Screenshot from the official website of BOI declaration, copyright belongs to the original author.
What information is required for BOI filing The following screenshot shows in detail what company and individual information needs to be collected and reported for BOI filing.
What information is required for a BOI filing
The following screenshot shows in detail which companies and individuals are required to collect and report information in a BOI filing.
After reading today’s article, do you have any questions about BOI filing? Or if you feel that BOI is very troublesome and want to leave it to professionals, please feel free to contact New for help.
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If you have any questions about the U.S. immigration law, or need an excellent legal team for you to handle the U.S. immigration application, welcome to call the hotline 800 685 6947 free of charge, we will be happy to provide you with enthusiastic service!
If you like the article, don’t forget to like, comment, forward, and introduce New to more friends!
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