Beginning January 1, 2024, most types of small corporations, limited liability companies, and other similar entities created in or registered to do business in the United States must report information about their beneficial owners to the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). Beneficial owners are those persons who ultimately own or control the company.
Who must file?
Most small companies must file. Non-profits are exempt
What is the definition of non-small company?
• Entity has more than 20 full-time employees of the entity are employed in the United States. In general, “full-time employee” means, an employee who is employed an average of at least 30 hours of service per week with an employer. And…
• Entity has operating presence at a physical office within the United States. And..
• Entity has reported this greater-than-$5,000,000 amount as gross receipts or sales (net of returns and allowances) on the entity’s IRS Form 1120, consolidated IRS Form 1120, IRS Form 1120-S, IRS Form 1065, or other applicable IRS form. And..
• Entity has excluded sales from outside of the United States, from the entity’s amount of gross receipts or sales, the amount remains greater than $5,000,000.
When do I need to file a report?
• Reports will be accepted starting on January 1, 2024.
• Reporting companies created or registered to do business before January 1, 2024, will have additional time — until January 1, 2025 — to file their initial BOI reports.
• Reporting companies created or registered on or after January 1, 2024, and before January 1, 2025, have 90 calendar days after receiving actual or public notice that their company’s creation or registration is effective to file their initial BOI reports. Specifically, this 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier.
• Reporting companies created or registered on or after January 1, 2025, will have 30 calendar days from actual or public notice that the company’s creation or registration is effective to file their initial BOI reports.