FinCEN’s Updated Notice re National Small Business United v. Yellen

The following is the text of a March 11, 2024, FinCEN news release:

“On March 1, 2024, in the case of National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.), a federal district court in the Northern District of Alabama, Northeastern Division, entered a final declaratory judgment, concluding that the Corporate Transparency Act exceeds the Constitution’s limits on Congress’s power and enjoining the Department of the Treasury and FinCEN from enforcing the Corporate Transparency Act against the plaintiffs. The Justice Department, on behalf of the [. . .]

Federal District Court Says Corporate Transparency Act is Unconstitutional

The following is a March 4, 2024, news item on FinCEN’s website:

On March 1, 2024, in the case of National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.), a federal district court in the Northern District of Alabama, Northeastern Division, entered a final declaratory judgment, concluding that the Corporate Transparency Act exceeds the Constitution’s limits on Congress’s power and enjoining the Department of the Treasury and FinCEN from enforcing the Corporate Transparency Act against the plaintiffs. FinCEN will comply with the court’s order for [. . .]

Must Read Article for BOI Report Do-It-Yourselfers

If you own a company that has to file a FinCEN BOI report you must read our article called “Navigating the Corporate Transparency Act: How to Avoid the $500/Day Fine.” It explains in detail what owners of U.S. companies need to do to avoid the $500 a day late filing fine. Before filing a FinCEN BOI report yourself you must read FinCEN’s 33 page report FAQ.

Warning: Legal Consequences of Filing a False FinCEN BOI Report

This article is a must-read for every person who will file a FinCEN BOI Report. Do not file a FinCEN BOI report unless you understand the legal consequences of filing a false report which is explained in this article.

If you submit or intend to submit a FinCEN Beneficial Owner Information report you need to understand that you can be fined and/or imprisoned if you file a FinCEN BOI report that contains false or fraudulent information. People who file FinCEN reports for companies [. . .]

Is My Data In Your System Secure?

Question: If I upload information about my reporting company and its beneficial owners to FinCEN Filer, LLC’s database secure?

Answer: Yes. FinCEN Filer, LLC’s online database system that retains your data is an ISO 27001-compliant ISMS (information security management system). It secures your data. Independently accredited certification to the ISO 27001 Standard provides verification that your company’s information security is managed according to international best practice, and supports compliance with a host of laws, including the EU GDPR (General Data Protection Regulation), DPA (Data Protection Act) 2018 [. . .]

What If Beneficial Owner Refuses to Give Information?

Question: What should a reporting company do if a beneficial owner or company applicant withholds information?

Answer: While FinCEN recognizes that much of the information required to be reported about beneficial owners and company applicants will be provided to reporting companies by those individuals, reporting companies are responsible for ensuring that they submit complete and accurate beneficial ownership information to FinCEN. Starting January 1, 2024, reporting companies will have a legal requirement to report beneficial ownership information to FinCEN.

Existing reporting companies should engage with [. . .]

Who Can Be Liable for Violating BOI Reporting Requirements?

Question: Who can be held liable for violating BOI reporting requirements?

Answer: Both individuals and corporate entities can be held liable for willful violations. This can include not only an individual who actually files (or attempts to file) false information with FinCEN, but also anyone who willfully provides the filer with false information to report. Both individuals and corporate entities may also be liable for willfully failing to report complete or updated beneficial ownership information; in such circumstances, individuals can be held liable if they either [. . .]

What Are the Penalties for Violating BOI Reporting Requirements?

Question: What penalties do individuals face for violating BOI reporting requirements?

Answer: As specified in the Corporate Transparency Act, a person who willfully violates the BOI reporting requirements may be subject to civil penalties of up to $500 for each day that the violation continues. That person may also be subject to criminal penalties of up to two years imprisonment and a fine of up to $10,000. Potential violations include willfully failing to file a beneficial ownership information report, willfully filing false beneficial ownership information, or [. . .]

If One Item in a FinCEN BOI Report Changes Must the Company File an Entirely New Report?

Question: If a reporting company needs to update one piece of information on a FinCEN BOI report, such as its legal name, does the reporting company have to fill out an entire new BOI report?

Answer: Updated BOI reports will require all fields to be submitted, including the updated pieces of information. For example, if a reporting company changes its legal name, the reporting company will need to file an updated BOI report to include the new legal name and the previously reported, unchanged information about [. . .]

What Events Require an Amended FinCEN BOI Report?

Question: What are some likely triggers for needing to update a beneficial ownership information report?

Answer: The following are some examples of the changes that would require an updated beneficial ownership information report:

Any change to the information reported for the reporting company, such as registering a new business name.
A change in beneficial owners, such as a new CEO, or a sale that changes who meets the ownership interest threshold of 25 percent.
Any change to a beneficial owner’s [. . .]

What Does a Reporting Company Do If Info in a Filed FinCEN BOI Report Changes?

Question: What should I do if previously reported information changes?

Answer: If there is any change to the required information about your company or its beneficial owners in a beneficial ownership information report that your company filed, your company must file an updated report no later than 30 days after the date of the change. A reporting company is not required to file an updated report for any changes to previously reported information about a company applicant.

How Do I Get a Taxpayer Identification Number for a New Company?

Question: How can I obtain a Taxpayer Identification Number (TIN) for a new company quickly so that I can file an initial beneficial ownership information report on time?

Answer: The Internal Revenue Service (IRS) offers a free online application for an Employer Identification Number (EIN), a type of TIN, which is provided immediately upon submission of the application. For more information on TINs, see “Taxpayer Identification Numbers (TIN)” at IRS.gov (https://www.irs.gov/individuals/international-taxpayers/taxpayer-identification-numbers-tin). For more information on Employer Identification Numbers and to access the EIN online application, [. . .]

Can Parent Company File 1 FinCEN BOI Report for It & Subsidiaries?

Question: Can a parent company file a single BOI report on behalf of its group of companies?

Answer: No. Any company that meets the definition of a reporting company and is not exempt is required to file its own BOI report.

What if Beneficial Owner or Applicant Does Not have a Permanent Residential Address?

Question: What residential address should be reported if a reporting company is required to report an individual’s residential address, but that individual does not have a permanent residential residence?

Answer: The residential address that is current at the time of filing should be reported to FinCEN. An updated report should be submitted within 30 calendar days if the address, or any other information previously reported, changes.

Can a Picture be Omitted on an ID Image for Religious Reasons?

Question: If a beneficial owner or company applicant’s acceptable identification document does not include a photograph for religious reasons, will FinCEN accept the identification document without the photograph?

Answer: Yes. If a beneficial owner or company applicant’s identification document does not include a photograph for religious reasons, the reporting company may nonetheless submit an image of that identification document when submitting its report, as long as the identification document is one of the types of identification accepted by FinCEN, such as a non-expired State-issued identification document.

Can a Reporting Company Have a P.O. Box?

Question: Can a reporting company report a P.O. box as its current address?

Answer: No. The reporting company address must be a U.S. street address and cannot be a P.O. box.

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