What is Beneficial Ownership Information? Do I Need to Fill Out the BOI?

The Corporate Transparency Act (CTA), enacted in 2021 and put into effect January 1, 2024, seeks to enhance transparency in entity structures and ownership. It addresses money laundering, tax fraud, and other illicit activities. One crucial aspect of the CTA is the focus on Beneficial Ownership Information Reporting (BOI), aiming to capture comprehensive information about ownership of  entities operating in or accessing the U.S. market. This article delves into the intricacies of the CTA, the necessity of understanding Beneficial Ownership Information reporting, and whether Katy, Fulshear, and West Houston businesses need to complete the associated forms.

beneficial-ownership

Unpacking the Corporate Transparency Act (CTA)

The CTA was created in 2021 and has been enforced since January 1, 2024. Its primary objective is to PROVIDE THE GOVERNMENT with resources to crack down on anonymous companies used by money launderers and criminals. Obtain detailed ownership information for U.S. entities, promoting transparency among business proprietors.

Beneficial Ownership - CTA requirement

Navigating CTA Requirements

1. Defining a Beneficial Owner

As per the CTA, a Beneficial Owner is a natural person with substantial control or ownership of 25% or more of a reporting company’s interests. Small businesses must submit Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department.

2. Scope Across Business Entities

The CTA applies to various business entities in the United States, in Texas, it includes Limited Liability Companies (LLCs), Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), and Corporations. While there are some exceptions, most businesses registered with the Texas Secretary of State are required to file a BOI report, including foreign Texas Corporations and LLCs. Sole proprietorships and general partnerships do not need to file a BOI report.

 Beneficial Ownership

Assessing Compliance Needs

To ensure compliance, businesses must report identifying information about beneficial owners to FinCEN, including full legal names, dates of birth, addresses, and unique identifier numbers. Maintaining up-to-date records with accounting firms and FinCEN is crucial for heightened due diligence.

Understanding Reporting Requirements

Entities created or registered before January 1, 2024, must file their initial BOI report by January 1, 2025. Those established in 2024 have 90 calendar days to file, while those set up after January 1, 2025, have 30 calendar days to file. The reporting process is facilitated through FinCEN’s online system.

Consequences of Non-Compliance

Non-compliance with CTA requirements carries significant penalties, ranging from $500 to $10,000 per violation. Furthermore, there is a potential for imprisonment, extending up to two years.

Beneficial Ownership - reporting obligation

Exceptions to Reporting Obligations

 

There are 23 types of entities exempted from the reporting mandate, including publicly traded companies, nonprofits, and specific large operating entities. A summary table of these exemptions is as shown below:

Exemption No. Exemption Short Title
1 Securities reporting issuer
2 Governmental authority
3 Bank
4 Credit union
5 Depository institution holding company
6 Money services business
7 Broker or dealer in securities
8 Securities exchange or clearing agency
9 Other Exchange Act registered entity
10 Investment company or investment adviser
11 Venture capital fund adviser
12 Insurance company
13 State-licensed insurance producer
14 Commodity Exchange Act registered entity
15 Accounting firm
16 Public utility
17 Financial market utility
18 Pooled investment vehicle
19 Tax-exempt entity
20 Entity assisting a tax-exempt entity
21 Large operating company
22 Subsidiary of certain exempt entities
23 Inactive entity

Beneficial Ownership FAQ

FAQ on BOI Reporting

Common questions regarding the Beneficial Ownership reporting process are addressed, offering clarity on exemptions, reporting procedures, and potential repercussions.

1. What if my information changed?

If any changes to the necessary details concerning a reporting company or its beneficial owners, as stated in a filed BOIR occurs, the reporting company must submit an updated BOIR within 30 days of the change.

2. Where / How do I file the report?

You can access the FinCEN website at https://boifiling.fincen.gov or seek assistance from legal professionals, accountants, or company registrars.

3. Is there any other way to file other than completing an online form?

You can either upload a PDF version of the form or fill out an online version.

4. I don’t like submitting forms online. Can I mail, fax, or drop them off at an IRS office?

BOI reporting cannot be submitted via fax, mail, or in-person drop-off at any office. It must be completed exclusively online.

5. Who is/are the company applicants?

All company applicants must be individuals. At least one, or at most two should be reported. You have the:

    • The direct filer (who filed the registration documents on SOS’s website), or/and
    • The one that directs or controls the filing
6. How do I know the BOI report was accepted?

You should provide your email address during the filing process. You will receive confirmation of submission in the email provided once FinCEN accepts the filing.

7. What information is needed for the reporting company?
    • Full legal name
    • Trade name such as DBA’s
    • Complete US address
    • Jurisdiction
    • For a foreign reporting company, state or tribal jurisdiction of first registration.
8. What information is needed for the beneficial owner(s)?

For each owner below must be provided:

    • Full legal name
    • Date of Birth
    • Complete current address
    • Unique identifying number and issuing jurisdiction from one of the following non-expired documents: 
      1. U.S. passport, an ID issued by a state, 
      2. local government, or Indian Tribe, 
      3. state-issued driver’s license; 
      4. or if none of 1-3 are available, then a foreign passport.
    • An image of the document where the identifying number was obtained (less than 4MB)

FinCEN identifier can be provided for a beneficial owner instead of the information listed above – You must have pre-applied and received the Unique Identifying Numbers (FinCEN Identifier) 

Enter all unique identifying numbers as a single text string without formatting or special characters such as hyphens or periods. An identifying number in the format NNN-NN-NNNN should be entered as NNNNNNNNN.

9. Can I use acronyms on the form? Acronyms are prohibited words and phrases on the form

Do not use the following words or variations of these words in text fields of the BOIR: 

    1. AKA 
    2. DBA 
    3. NMN 
    4. NONE 
    5. NOT APPLICABLE 
    6. OTHER 
    7. SAME 
    8. SAME AS ABOVE 
    9. SEE ABOVE
    10. T/A
    11. UNKNOWN
    12. VARIOUS 
    13. XX
10. What if changes to BOI occur?
    • Individuals must report a change in information no later than 30 days after the date on which the change occurred.
    • If there are inaccuracies in the information provided, then the report must be amended no later than 30 days after the individual became aware of the inaccuracy.
    • For reporting companies, the company must update information by filing a new BOI report.
11. What should my company do if it becomes exempt after already filing a report? 

Should your company file a BOI report and subsequently become eligible for an exemption from reporting requirements, it should submit an updated BOI report to reflect its newly exempt status.

12. Do I have to upload my ID each time?

Certainly! To prevent this, obtain a FinCEN ID by following this link: https://fincenid.fincen.gov/landing. This will direct you to https://secure.login.gov/ where you can create an account.

Beneficial Ownership

Conclusion

In conclusion, the Corporate Transparency Act underscores the importance of transparency in business ownership. Katy, Fulshear and other West Houston businesses must proactively assess and ensure compliance with CTA requirements. The gravity of penalties for non-adherence to the reporting obligations emphasize the significance of clear understanding of the reporting requirement and fulfilling these regulatory responsibilities. For more details on the BOI Reporting requirements, see the US Treasury’s documentation on it here.

If you’re seeking assistance with understanding and fulfilling the reporting requirements of the CTA, Eftex Tax Solutions is here to help. Our team specializes in navigating regulatory obligations and providing comprehensive support to businesses like yours. With our expertise, you can navigate the complexities of BOI reporting with confidence, ensuring compliance and peace of mind.

Contact Eftex Tax Solutions today at (281) 247-0374 to schedule a consultation. Let’s work together to ensure your business meets its regulatory responsibilities effectively!