We want to make sure all clients are aware of a new reporting requirement created by the passage of The Corporate Transparency Act (“CTA”). The CTA was enacted into law as part of the National Defense Act for Fiscal Year 2021. The CTA requires the disclosure of the beneficial ownership information (otherwise known as “BOI”) of certain entities from people who own or control a company. The intent of the BOI reporting requirement is to help US law enforcement combat money laundering, the financing of terrorism and other illicit activity.

The CTA is not a part of the tax code. Instead, it is a part of the Bank Secrecy Act. Under the CTA, BOI reports will not be filed with the IRS, but with the Financial Crimes Enforcement Network (FinCEN), another agency of the Department of Treasury.

Please carefully review the following regarding the implementation of this new filing requirement.

 What entities are required to comply with the CTA’s BOI reporting requirement?

• Entities organized both in the U.S. and outside the U.S. may be subject to the CTA’s reporting requirements. Domestic companies required to report include corporations, limited liability companies (LLCs) or any similar entity created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe.
• Domestic entities that are not created by the filing of a document with a secretary of state or similar office are not required to report under the CTA.  For example, domestic trusts, general partnerships and sole proprietorships are not subject to the BOI reporting requirements.
• Foreign companies required to report under the CTA include corporations, LLCs or any similar entity that is formed under the law of a foreign country and registered to do business in any state or tribal jurisdiction by filing a document with a secretary of state or any similar office.

It is anticipated that 32.6 million businesses will be required to comply with this reporting requirement.

 Are there any exemptions from the filing requirements?

• There are 23 categories of exemptions. Included in the exemptions list are publicly traded companies, banks and credit unions, securities brokers/dealers, public accounting firms, tax-exempt entities and certain inactive entities, among others. Please note these are not blanket exemptions and many of these entities are already heavily regulated by the government and thus already disclose their BOI to a government authority.
• In addition, certain “large operating entities” are exempt from filing. To qualify for this exemption, the company must:
  1. Employ more than 20 people in the U.S.
  2. Have reported gross revenue (or sales) of over $5M on the prior year’s tax return; and
  3. Be physically present in the U.S.

 Who is a beneficial owner?

Any individual who, directly or indirectly, either:

• Exercises “substantial control” over a reporting company, or
• Owns or controls at least 25 percent of the ownership interests of a reporting company
• An individual has substantial control of a reporting company if they direct, determine or exercise substantial influence over important decisions of the reporting company. This includes any senior officers of the reporting company, regardless of formal title or if they have no ownership interest in the reporting company.

 When must companies file?

There are different filing timeframes depending on when an entity is registered/formed or if there is a change to the beneficial owner’s information.

• Existing entities (created/registered before 1/1/24) — must file by 1/1/25
• New entities (created/registered after 12/31/23) — must file within 90 days of formation
• Reporting companies that have changes to previously reported information or discover inaccuracies in previously filed reports — must file within 30 days

What sort of information is required to be reported?

Companies must report the following information: full name of the reporting company, any trade name or doing business as (DBA) name, business address, state or Tribal jurisdiction of formation, and an IRS taxpayer identification number (TIN). All beneficial owners must provide a copy of identification along with filing (US Passport or Drivers License)

Additionally, information on the beneficial owners of the entity and for newly created entities, the company applicants of the entity is required. This information includes — name, birthdate, address, and unique identifying number and issuing jurisdiction from an acceptable identification document (e.g., a valid driver’s license or passport) and an image of such document.

How to file a BOI report?

The filing of a BOI report must be done electronically through a secure filing system. The FinCEN filing system is available on the official website (see link below). Zimmerman & Co CPAs can also file the BOI report on your behalf.

 Understand your reporting requirement.

Penalties for willfully not complying with the BOI reporting requirement can result in criminal and civil penalties of $500 per day and up to $10,000 with up to two years of jail time. Resources for small businesses, such as the Small Entity Compliance Guide, can be located on the Financial Crimes Enforcement Network’s website. A list of links including the office Financial Crimes Enforcement Network BOI website can be found below.

As your accountant, we are in a unique position to assist with this new reporting requirement as we have the majority of the required information. Please reach out to Zimmerman & Co CPAs with additional questions or assistance with this new filing.

HELPFUL LINKS:

Financial Crimes Enforcement Network (FinCEN) Official BOI Reporting website (official  government website with a list of FAQs, resources, updates, and a link to securely file a BOI report)

Ohio Secretary of State summary of Corporate Transparency Act