YES, if your company is:

• A domestic reporting company incorporated in the US; or
• A foreign reporting company registered to do business in the US but not incorporated in the US.

NO, if your company is an exempt entity.

A beneficial owner is any individual who:

• Has significant control over the reporting company, directly or indirectly; or
• Owns or controls 25% or more of the company’s ownership interests.

You must file in the following situations:

• If the company was established before 2024, you must file the initial BOIR by January 1, 2025;
• If the company was established on or after January 1, 2024, the initial BOIR must be filed within 90 days;
• If the company was established on or after January 1, 2025, the initial BOIR must be filed within 30 days.

Failure to file BOIR on time or providing inaccurate information may result in:

No, a sole proprietorship is not a reporting company unless it was formed and, if foreign, registered to do business in the U.S. by filing a document with a secretary of state or similar office. Filing a petition for an IRS employer identification number, registering a fictitious business name or obtaining a professional license is not the creation of a separate entity and does not convert a sole proprietorship to a reporting company.

No, a sole proprietorship is not a reporting company unless it was formed and, if foreign, registered to do business in the U.S. by filing a document with a secretary of state or similar office. Filing a petition for an IRS employer identification number, registering a fictitious business name or obtaining a professional license is not the creation of a separate entity and does not convert a sole proprietorship to a reporting company.

FinCEN identifies 23 types of exempt business entities that do not qualify as reporting companies under the reporting

requirement:

• Securities reporting issuer
• Government authority
• Bank
• Credit union
• Depository institution holding company
• Money services business
• Broker or dealer in securities
• Securities exchange or clearing agency
• Other Exchange Act registered entity
• Investment company or investment adviser
• Venture capital fund adviser
• Insurance company
• State-licensed insurance producer
• Commodity Exchange Act registered entity
• Accounting firm
• Public utility
• Financial market utility
• Pooled investment vehicle
• Tax-exempt entities
• Entity assisting a tax-exempt entity
• Large operating company
• Subsidiary of certain exempt entities
• Inactive entity

Companies qualify as tax-exempt entities if they meet any of the following criteria:

The IRS recognizes them as exempt entities under section 501(c) of the Internal Revenue Code (this includes many nonprofit organizations).

They lost their tax-exempt status under the code less than 180 days prior.

They are political organizations as defined under section 527(a) of the code.

They are trusts as defined under section 4947(a) of the code.

A large operating company is defined by the following criteria:

• It is subject to a federal regulatory regime.
• It employs over 20 full-time staff in the U.S.
• It had more than $5 million in gross receipts or sales on the previous year's tax return filed with the IRS, excluding foreign receipts
• It has a physical operating presence in the U.S.
• It is owned by an entity that is already exempt under the Corporate Transparency Act.
• It has been designated as exempt by the Secretary of the Treasury and the U.S. Attorney General.

Inactive entities are not required to file a BOIR. FinCEN defines an inactive entity as one that meets all of the following criteria:

• It was created before January 1, 2020.
• It is not engaged in active business.
• It is not owned by a foreign person, resident, domestic partnership, corporation, or other estate or trust.
• It has not sent or received over $1,000 while transacting business in the last year.
• It has no assets, including ownership of other companies, in the U.S. or elsewhere.

Any person authorized by the reporting company, including an employee, owner, or third-party service provider may file the BOI report on behalf of the reporting company, even if the reporting company is no longer in existence. If a reporting company will cease to exist before its BOI report is due, it should make arrangements before its dissolution to ensure the report is filed. The report is considered timely if it is filed on or before the due date, regardless of the status of the company on that date. We can help you file a BOI report on behalf of your reporting company, even if it has ceased to exist before the report is due.

It depends on the law of the State or Indian Tribe in which the conversion occurs. Where conversions or other changes in entity or organisational forms occur, such as between entities of different types (such as LLC to corporation), such transactions may result in the emergence of a "new" type of domestic reporting company, under an applicable definition. If, for example, the action establishes a new company, FinCEN requires the new entity to file an initial BOI report. Even if the conversion does not result in the creation of a new reporting company, the entity still may be required to file an updated BOI report if any of the information that was reported with FinCEN in its original filing changes. For instance, a name change-such as changing from "Company, Inc." to "Company, LLC"-or a change in the jurisdiction of formation-say, from California to Texas-would require a new BOI report. At Fileboir.org, we will be in a position to ensure that any updates required by the same are filed according to the requirements set out by FinCEN for reporting.

Failure to file BOIR on time or providing inaccurate information may result in:

• Up to 2 years in prison;
• A $500 per day fine until the violation is corrected; or
• A $10,000 fine.

Yes, if an S-Corporation (S-Corp) qualifies as a reporting company, then it is considered a pass-through entity for tax purposes and must comply with the BOI reporting requirements.

This means it must be created or registered to do business by filing a document with a secretary of state or similar office and not be exempt from reporting. The fact that the S-Corp has a pass-through tax status does not matter under the BOI reporting obligations analysis, and it does not constitute a "tax-exempt entity" under FinCEN's regulations.

It depends. If a homeowners association was not created by filing a document with a secretary of state or similar office, it is not a reporting company. On the other hand, if the HOA is incorporated or otherwise created by the filing of such a document, it may be exempt under an exemption, such as the tax-exempt entity exemption if the IRS has recognized it as a 501(c)(4) social welfare organization. If the incorporated HOA is not a 501(c)(4) entity, it would likely be considered a reporting company and be required to report beneficial ownership information with FinCEN.

Substantial control is the ability of a person to determine or influence the affairs of a reporting company in significant manners. An individual is considered to have substantial control if he or she satisfies any of the following criteria: Senior Officer: The individual is a senior officer, which includes but is not limited to the following positions: president, CEO, CFO, general counsel, and other officers performing similar functions. Authority to Appoint or Remove Key Personnel: The individual has the authority to appoint or remove certain officers or a majority of the company's directors or equivalent governing body. Decision Maker: The individual is a senior-level official of the company, holds other substantive influence over the management or policies of the company, or has any substantial role in the formation or structuring of the ownership of the company, as those terms are described in more detail in Question D.3. Other Forms of Control: The individual exercises any other form of substantial control over the company, as further described in FinCEN's Small Entity Compliance Guide.

The Act exempts certain individuals from the definition of beneficial owner, including:

• Minors
• Individuals acting as nominees, intermediaries, custodians, or agents on behalf of someone else
• Employees who are not senior officers and whose interest or control is solely derived from their employment status
• Individuals whose only interest in a reporting company comes from the right of inheritance
• Contingent trust beneficiaries
• Creditors whose only interest is to recover business debts

The only forms of identification that are considered acceptable include:

• A non-expired U.S. driver’s license (including those issued by a commonwealth, territory, or possession of the United States)
• A non-expired identification document issued by a U.S. state or local government or an Indian Tribe
• A non-expired passport issued by the U.S. government
• A non-expired passport issued by a foreign government (only applicable if the individual does not have one of the three previously mentioned forms of identification)

It depends. A domestic statutory trust, business trust, or foundation is a reporting company only if it was created by the filing of a document with a secretary of state or similar office. Similarly, a foreign entity is a reporting company if it files a document with a secretary of state to register to do business in the United States. Provided, however, exemptions would apply such as tax-exempt foundations.

For this topic, you can refer also refer to the FinCEN Small Entity Compliance Guide.

No. A trust is not a reporting company simply by reason of its registering with a court in order to have jurisdiction over potential disputes extend to the court. No reporting by the trust is required where registration of this nature has occurred.

Not necessarily. The status of a company as a reporting company is determined by its formation and registration and not by the revenue or business activity.

The Corporate Transparency Act defines a reporting company as any corporation, LLC, or similar entity created by the filing of a document with a secretary of state or any similar office under the law of the U.S. or a foreign entity that registers to do business within the U.S. If it does not qualify for one of the exemptions provided for in the Corporate Transparency Act, the company shall report its beneficial ownership. However, a company may be exempt based on certain activities or revenue levels. For example, some inactive entities or companies with less than $5 million in annual revenue may be exempt from reporting. Merely being unprofitable or engaging in passive activities like holding rental properties does not exempt a company from these requirements.

Yes. A company formed or authorized in a U.S. territory, such as Puerto Rico, the Northern Mariana Islands, American Samoa, Guam or the U.S. Virgin Islands, is a reporting company if it was formed by filing a document with the secretary of state or similar office in the territory, and doesn't qualify for any exception. Similar to the companies in the 50 states and the District of Columbia, these companies have reporting requirements to FinCEN for their beneficial ownership.

A "similar office" is any government office—such as a department, agency, or bureau—under the law of a State or Indian Tribe where domestic entities file documents to be created or foreign entities file to be registered to do business in the U.S. Federal agencies are not "similar offices." Also, domestic entities created by a State or Federal charter are not considered created by filing with a secretary of state or similar office. At Fileboir.org, we can help you through these filing requirements and make sure your company is in compliance with the Corporate Transparency Act.

Nothing in the Corporate Transparency Act, or FinCEN's regulations, prohibits a third-party service provider that is not an attorney from filing a reporting company's BOI report with FinCEN, so long as the reporting company has authorized the service provider to do so. Further, a third-party service provider may assist a reporting company with the preparation and submission of a BOI report without engaging in the unauthorized practice of law.

The acts would eventually be regarded as the practice of law; however, such an act's determination as constituting unauthorized practice of law, is in to the discretion of each state and usually varies between states, but at fileboir.org are professionals who guide you on how to better prepare your report on BOI and at full compliance with the law.

No. A domestic corporation or a limited liability company would be a reporting company only if the domestic corporation or the limited liability company was so created by a filing of any document by a secretary of state or similar office. In the few instances when a domestic entity is created but not by such filing, it would not be considered to be a reporting company for FinCEN's BOI reporting requirements.

Yes. The BOI reporting requirements apply to all reporting companies regardless of the date of creation or registration. However, no reporting is required by any entity that, prior to January 1, 2024, was either exempt or no longer existed as a legal entity.