Initial Due Date and Fraud Alert for New FinCEN Reporting Obligation

A new reporting requirement for Beneficial Ownership Information (BOI) went into effect Jan. 1, 2024. Introduced as part of the Corporate Transparency Act and enforced by the Financial Crimes Enforcement Network (FinCEN), this requirement is imposed on an entity-by-entity basis. While some entities are exempt from the reporting requirement, many entities will be required to report. (More information on exempt and non-exempt entity types can be found here.)

There are many aspects of this new BOI reporting requirement that are legal in nature and outside the scope of traditional tax and accounting services. Thus, consultation with legal counsel is recommended for additional assistance.

Initial Due Date Approaching for Recently Created Reporting Companies

Legal entities that are required to file a BOI report are considered “Reporting Companies.” Filing deadlines for Reporting Companies are as follows.

• Reporting Companies that were created or registered to do business prior to Jan. 1, 2024, must file their initial BOI report by Jan. 1, 2025. Thus, Reporting Companies that existed prior to 2024 have until the end of the year to file their initial report.
• Reporting Companies created or registered to do business in 2024 must file their initial BOI report within 90 days of the effective date of their creation or registration. Thus, the initial due date for a new Reporting Company that was created at the beginning of 2024 is quickly approaching.*
• Reporting Companies created on or after Jan. 1, 2025, will only have 30 days to file their initial BOI report.

*All Reporting Companies that have been created in 2024 must monitor their specific due date. Newly created Reporting Companies will each have a unique due date to the extent they were created on different days.

In all cases, if there are any changes to a Reporting Company’s BOI information after the initial report is filed, the Reporting Company has only 30 days to file an updated report.

Fraud Alert: Beware of Fraudulent Attempts To Solicit Information

FinCEN is aware of fraudulent attempts being made via email and/or letters to solicit information under the guise of this new reporting requirement. It is important to note that FinCEN does not send unsolicited requests. All such correspondence is fraudulent and should be discarded. Do not click any links or scan any QR codes within these unsolicited messages. The fraudulent correspondence may be titled “Important Compliance Notice,” or you may receive an official looking form titled “Mandatory Beneficial Ownership Reporting” that indicates a filing fee is required. (Note: There is no filing fee required when filing BOI reports.) These are just a few recent examples being reported. It is likely scammers will continue modifying the nature and delivery of their efforts.

Reporting Companies should only provide information directly through FinCEN’s BOI e-filing system, located at https://boiefiling.fincen.gov/. Reporting Companies will not receive correspondence from FinCEN or any other agency that facilitates this filing; rather, Reporting Companies must proactively go to FinCEN’s website.

BOI Resources

For more information on the new reporting requirement, FinCEN offers detailed and helpful guidance on BOI reporting, including:

• BOI reporting homepage: https://www.fincen.gov/boi
• BOI FAQ: https://www.fincen.gov/boi-faqs
• BOI Small Entity Compliance Guide: https://www.fincen.gov/boi/small-entity-compliance-guide