A reporting company must disclose the following information regarding its beneficial owners and (if formed or registered after the Effective Date) its company applicants:10 Full name; Date of birth; Current residential address (except a company applicant that is engaged in the business of forming entities can list its business address); A unique identification number from a nonexpired identification document (i.e., a stateissued driver’s license, U.S. passport, a state or local government ID, Indian tribal document, or a foreign passport if no other identification document is available); and An image of the identification document supplying the unique identification number. Although FinCEN is still developing the secure, electronic filing system for BOI reporting (referred to as “BOSS” and further described below) and the final form of the BOI report is not yet available, FinCEN has made a draft version of the form available as part of the notice-and-comment process.11 When (Must It Be Reported)? The CTA’s filing deadlines depend on whether the reporting company was already formed or registered prior to the Effective Date.12 Reporting companies formed or registered before the Effective Date have until Jan. 1, 2025, to submit their initial BOI report. Reporting companies created on or after the Effective Date, must do so within 30 days of its formation or registration (under FinCEN’s current final rule, which may be amended; see below). Exempt entities that subsequently lose their exempt status must submit their initial BOI report within 30 days after loss of exemption. On Sept. 28, 2023, FinCEN published a Notice of Proposed Rulemaking that, if finalized, would amend its current final rule to extend the reporting deadline for reporting companies formed or registered in 2024.13 Specifically, reporting companies formed or registered in 2024 would have 90 days (instead of 30 days) to submit their initial BOI reports. Reporting companies formed or registered on and after Jan. 1, 2025, would still be subject to the 30-day reporting deadline. FinCEN cited “the novelty of the BOI reporting requirement” and the benefit of giving reporting companies more time to understand their obligations and collect information as its rationale for proposing the extension.14 While the current Effective Date is Jan. 1, 2024, it would not be surprising if FinCEN seeks additional time and funding to implement the CTA, beyond the proposed extended reporting deadline just described. Further, during the summer, both houses of the U.S. Congress introduced (but have not passed) bills to delay the Effective Date. In addition to the initial reporting requirements just described, reporting companies must continuously update or correct their BOI reports within 30 days of any change in the reported information—such changes to the company’s name, address or home jurisdiction, and changes to beneficial ownership upon a transfer, issuance, or the death of a beneficial owner.15 There is no materiality threshold for reporting changes; therefore, all changes require an updated BOI report.16 If a reporting company knows of or suspects inaccuracies in its BOI report, it is obliged to file a correct report within 30 days.17 A “safe harbor” provision exempts reporting companies from liability for misinformation if a corrected report is filed within 90 days of the erroneous report. As mentioned above, FinCEN is still developing the electronic filing system that reporting companies will use to submit their BOI reports. FinCEN does not currently plan to accept BOI reports prior to the Effective Date.18 Where (Does the Reported Information Go)? FinCEN will securely warehouse BOI reported under the CTA in a nonpublic database known as the Beneficial Ownership Secure System (BOSS).19 Access to this data will be strictly controlled and granted on a case-by-case basis (other than authorized officers and employees of the Department of the Treasury, who will have unique access to BOSS to carry out their duties and for tax administration purposes).20 Federal agencies may access this data for matters involving national security, intelligence, or law enforcement. Similarly, state and local law enforcement agencies may access this information via court CONTINUED ON PAGE 14 13 www.nescpa.org
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