Pursuant to the federal Corporate Transparency Act (CTA), all business entities, including but not limited to, limited liability companies and corporations (whether profit or non-profit) created or registered to do business before January 1, 2024 must file a report with the names of all beneficial owners and persons in substantial control of the business entity (BOIR) with the United States Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) on or before January 1, 2025. All business entities created or registered to do business since January 1, 2024 must file the BOIR within ninety (90) days after receiving notice that the business entity is effective. In addition, business entities created or registered to do business since January 1, 2024 will be required to provide additional information about the individuals that formed the business entity. Twenty three (23) types of entities are exempt. This is not an annual requirement and the BOIR only needs to be submitted once unless information needs to be updated or modified for a business entity.
When registering a business entity, you will need the legal name of the business entity as well as any trade names or dba’s of the business entity, street address, jurisdiction in which the business entity was formed and the tax identification number for the business entity.
According to the FinCEN website, reporting business entities must provide four (4) pieces of information about each beneficial owner:
- Name
- Date of birth
- Address
- Identifying number and issuer from either a non-expired U.S. driver’s license, non-expired U.S. passport or non-expired identification documents issued by a State, local government or Indian tribe. An image of the documents must also be submitted.
The CTA was enacted to curb illicit finance by requiring business entities to disclose information about the individuals who own or control the businesses in the United States. There have been legal challenges to the CTA based on constitutional concerns. Most recently, on December 3, 2024, a preliminary injunction was issued by the U.S. District Court in Texas that halts temporarily the enforcement of the CTA. However, to be safe, business entities may want to proceed with filing the BOIR before the January 1, 2025 deadline.
Please contact the attorneys at Joseph & Joseph & Hanna at 614-449-8282 if we can assist you with submission of the BOIR for your business entity.