Tips & Advice

What Reporting Company Info is Disclosed in Its FinCEN BOI Report?

Question: What information will a reporting company have to report about itself in its FinCEN BOI report? Answer: A reporting company will have to report: Its legal name; Any trade names, “doing business as” (d/b/a), or “trading as” (t/a) names; The current street address of its principal place of business if that address is in the United States (for example, a U.S. reporting company’s headquarters), or, for reporting companies whose principal place of business is outside the United States, the current address from which the company conducts business in

What Causes an Individual to Become a Company Applicant?

Question: The company applicants of a reporting company include the individual “primarily responsible for directing the filing of the creation or registration document.” What makes an individual “primarily responsible” for directing the filing? Answer: At most, two individuals need to be reported as company applicants: the person who directly files the document with a secretary of state or similar office, and if more than one person is involved in the filing of the document, the person who is primarily responsible for directing or controlling the filing. For the purposes of determining who

Who are Beneficial Owners When Ownership is in Dispute?

Question: What should a reporting company report if its ownership is in dispute? Answer: If ownership of a reporting company is the subject of active litigation and an initial FinCEN BOI report has not been filed, a person authorized by the company to file its beneficial ownership information should comply with the requirements by reporting: all individuals who exercise substantial control over the company, and all individuals who own or control, or have a claim to ownership or control of, at least 25 percent ownership interests in the company. If

Is an LLC’s or LP’s Tax Matters Partner a Beneficial Owner?

Question: Is a reporting company’s designated “partnership representative” or “tax matters partner” a beneficial owner? Answer: It depends. A reporting company’s “partnership representative,” as defined in 26 U.S.C. 6223, or “tax matters partner,” as the term was previously defined, but has been repealed, is not automatically a beneficial owner of the reporting company. However, such an individual may qualify as a beneficial owner of the reporting company if the individual exercises substantial control over the reporting company, or owns or controls at least 25 percent of the company’s ownership

What are the Beneficial Owner Exceptions?

Question: Who qualifies for an exception from the beneficial owner definition? Answer: There are five instances in which an individual who would otherwise be a beneficial owner of a reporting company qualifies for an exception. In those cases, the reporting company does not have to report that individual as a beneficial owner to FinCEN. The five exceptions are: 1. Minor Child: An individual qualifies for this exception if the individual is a minor child, as defined under the law of the State or Indian tribe in which the domestic reporting

Is a Company Created in a U.S. Territory a Reporting Company?

Question: Can a company created or registered in a U.S. territory be considered a reporting company? Answer: Yes. In addition to companies in the 50 states and the District of Columbia, a company that is created or registered to do business by the filing of a document with a U.S. territory’s secretary of state or similar office, and that does not qualify for any exemptions to the reporting requirements, is required to report beneficial ownership information to FinCEN. U.S. territories are the Commonwealth of Puerto Rico, the Commonwealth of the

Can a Sole Proprietorship Be a Reporting Company?

Question: Can a sole proprietorship be a reporting company? Answer: No, unless a sole proprietorship was created (or, if a foreign sole proprietorship, registered to do business) in the United States by filing a document with a secretary of state or similar office. An entity is a reporting company only if it was created (or, if a foreign company, registered to do business) in the United States by filing such a document. Filing a document with a government agency to obtain (1) an IRS employer identification number, (2) a

Must an Attorney or CPA File a FinCEN BOI Report?

Question: Is a reporting company required to use an attorney or a certified public accountant (CPA) to submit beneficial ownership information to FinCEN? Answer: No. FinCEN expects that many, if not most, reporting companies will be able to submit their beneficial ownership information to FinCEN on their own using the guidance FinCEN has issued. Reporting companies that need help meeting their reporting obligations can consult with professional service providers such as lawyers or accountants.

Who Can File a FinCEN BOI Report?

Question: Who can file a FinCEN BOI report on behalf of a reporting company, and what information will be collected on filers? Answer: Anyone whom the reporting company authorizes to act on its behalf—such as an employee, owner, or third-party service provider—may file a FinCEN BOI report on the reporting company’s behalf.

What Happens if a Company Fails to File Its FinCEN BOI Report?

Question: What happens if my company does not file its FinCEN BOI report within the required timeframe? Answer: If a person willfully fails to report complete or updated beneficial ownership information to FinCEN as required under the Corporate Transparency Act, FinCEN will determine the appropriate enforcement response in consideration of its published enforcement factors. The willful failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in civil or criminal penalties,

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