On January 1, 2024, the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN“) opened its Beneficial Ownership Secure System (“BOSS”) portal to the public and began accepting Beneficial Ownership Information Reports (“BOI Reports”) from Reporting Companies pursuant to the Corporate Transparency Act (“CTA”).
As noted in our October 30, 2023 Client Alert, the CTA was passed in January 2021 in an effort to combat tax evasion, fraud, money laundering, and the abuse of shell and front companies by criminals, corrupt officials, and other bad actors doing business within the United States. In order to accomplish these goals, as of January 1, 2024, each Reporting Company (which includes the vast majority of privately held corporations, limited liability companies, limited partnerships, statutory trusts and other similar entities created or registered to do business in the United States) is required to file a BOI Report using the BOSS portal. Please refer to the aforementioned prior Client Alert for further information regarding which entities are considered “Reporting Companies” and what information they are required to include in their BOI Report.
Applicable Deadlines to File BOI Report:
Any Reporting Company already in existence prior to January 1, 2024 must file an initial BOI Report by January 1, 2025. Any Reporting Company created or registered to do business in the United States on or after January 1, 2024, and before January 1, 2025, must file an initial BOI Report within ninety (90) days of receiving notice that its creation or registration is effective. Reporting Companies created or registered to do business in the United States after January 1, 2025 must file an initial BOI Report within thirty (30) days after receiving notice that its creation or registration is effective.
Updates to BOI Reports; Penalties:
Updates and corrections to BOI Reports must be filed within thirty (30) days of any change to Beneficial Ownership or Reporting Company information, or within thirty (30) days of the Reporting Company becoming aware of any inaccuracies. Civil and criminal penalties, including fines and imprisonment, may be imposed against a Reporting Company and their senior officers for failure to timely file, correct, or update a BOI Report.
How to File a BOI Report; BOSS Portal Filing Options:
The BOSS portal is used to file a BOI Report and can be accessed here: boiefiling.fincen.gov. FinCEN has published comprehensive filing instructions which are available at boiefiling.fincen.gov/help. However, before you enter the BOSS portal, you should be aware of the following options to file a BOI Report:
- Fillable PDF. This interactive option allows users to prepare a BOI Report offline by downloading a FinCEN-generated portable document format (“PDF”). Users can then input the information at their own pace and upload the document to the BOSS portal. Users choosing this option can populate the PDF in any order, and can return to it after a period of time. Users do not necessarily need to have all required information at the ready, as the PDF can be saved and reopened later. Users can also reuse this PDF when filing any necessary updates and/or corrections.
- Direct Filing. This interactive option allows users to prepare a BOI Report but does not allow users to save as they go, meaning users choosing this option must complete the report in one sitting and should be in possession of all necessary information when filing the report. Users who file using the BOSS portal will have to file a new BOI Report if and when any corrections and/or updates are necessary.
- Third Party Service Company. This option involves engaging with a third-party corporate service company that can manage and submit a Reporting Company’s BOI Report on its behalf. FinCEN implemented a secure system-to-system transmission service to enable third party service providers to assume the BOI Report filing process through their platforms.
See our related alerts below:
New Corporate and Entity Ownership Reporting Requirement
Beware of Fraudulent Efforts to Obtain FinCEN Beneficial Ownership Information
Should you have any questions regarding the above, please contact the authors, the Garfunkel Wild attorney with whom you regularly work, or contact the Garfunkel Wild FinCEN Committee at [email protected].