FinCEN BOI Reports

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 [. . .]

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 [. . .]

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 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.

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.

Must a FinCEN BOI Report be Filed Annually?

Question: Is there a requirement to annually report beneficial ownership information?

Answer: No. There is no annual reporting requirement. Reporting companies must file an initial BOI report and updated or corrected BOI reports as needed.

What Beneficial Owner Info is Disclosed in a FinCEN BOI Report?

Question:  What information will a reporting company have to report about its beneficial owners in its FinCEN BOI report?

Answer: For each individual who is a beneficial owner, a reporting company will have to provide:

  1. The individual’s name;
  2. Date of birth;
  3. Residential address; and
  4. An identifying number from an acceptable identification document such as a passport or U.S. driver’s license, and the name of the issuing state or jurisdiction of the identification document (for examples of acceptable identification, see Question F.5).

The reporting [. . .]

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.

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 [. . .]

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 [. . .]

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