Starting January 1, 2024, a significant number of businesses will be required to comply with 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.
It is anticipated that 32.6 million businesses will file initial reports in 2024 and another 6.6 million updated reports will be filed in 2024. 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, a set of federal laws that require record-keeping and report filing on certain types of financial transactions. 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.
Are there any exemptions from the filing requirements?
There are 23 categories of exemptions and few, if any, of our clients will qualify for them other than the large operating entities exemption. To qualify for this exemption, the company must:
a) Employ more than 20 people in the U.S.;
b) Have reported gross revenue (or sales) of over $5M on the prior year’s tax return; and
c) 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.
New entities (created/registered after 12/31/23) — must file within 30 days
There is proposed rulemaking allowing for new entities created in 2024 only to extend the 30-day timeframe to 90 days.
Existing entities (created/registered before 1/1/24) — must file by 1/1/25 · 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).
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 driver’s license or passport) and an image of such document.
Risk of non-compliance
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.
What does this mean for clients of SBS CPA Group?
We will be putting more information about this in future blog posts and in future email newsletters.
It means if you have a corporation or an LLC registered with The Secretary of State and you are not using it, you should
strongly consider closing this business entity with the Secretary of State prior to the end of 2023. Otherwise, you will have to
file a report with the Financial Crimes Enforcement Network.
Unfortunately, some states will likely consider this the realm of lawyers; however, we are almost certain Indiana will not be
one of those states.
All of our clients who own a corporation or LLC will be signing and dating an engagement letter hiring us to handle this for
them or certifying they are handling it without hiring us.
This is a law that according to the Financial Crimes Enforcement Network itself will take business owners and the professionals they rely on well over 119 million hours to deal with, just to file the initial reports in 2024. The updates will take even more time.
SBS CPA Group will put out more information on this law in early 2024.
Mike Sylvester, CPA
SBS CPA Group promises to execute an amazing customer experience through service and communication. We guarantee to make sure your needs are met. Questions about our services are welcome and encouraged!
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