Corporate Transparency Act: FinCEN BOI Reporting Requirement
Beginning in 2024 the U.S. Department of Financial Crimes Enforcement Network (FinCEN) requires most US companies to comply with the requirements of the Beneficial Ownership Information Reporting Rule. Companies are now required to report their Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). A beneficial owner is any individual who directly or indirectly owns or controls a company. This requirement comes from the Corporate Transparency Act that was passed to enhance the government’s efforts to combat money laundering, terrorist financing, and other financial crimes. This reporting requirement is enforced by potential penalties including fines of $500 per day up to $10,000 and possible imprisonment of up to 2 years.
All Relevant Business Entities Must File
Entities required to report under this regulation include corporations (S and C), limited liability companies (including single-member LLCs), LLPs, and other entities created by filing a document with any U.S. State. The majority of for-profit business entities will be required to file this report unless they qualify for an exemption, regardless of ownership. In the case where an individual owns or controls multiple companies, each entity will need to file a BOI report. There are 23 different types of entities that qualify for exemption. We have carefully reviewed the list of entities required to file and have identified only one exemption that appears to apply to a limited number of clients at Jamison Hanson. For this exemption, a company needs to have over 20 full-time employees and have annual gross sales of over $5,000,000. While there have been legal challenges to these regulations, as of the writing of this correspondence it appears that compliance with these filing requirements will be necessary.
Services Provided by Jamison Hanson
Initial Filing
Jamison Hanson is prepared to assist all clients to meet the FinCEN BOI Report filing requirement. This service will include contacting all beneficial owners to obtain necessary information to meet the filing requirement and any research that may be required to determine beneficial ownership. We plan to utilize a specialized web-based platform that is equipped to securely and quickly collect and retain your information. The initial filing fee for Jamison Hanson will be based on the time required at our normal hourly rates, with a minimum fee of $395 per entity. We may be able to provide discounted pricing if several filings of a similar nature are required for multiple entities.
Required Updates
In addition to the initial filing, updates must be made within 30 days of certain events, including the following:
- Beneficial Ownership. Changes to 25% or greater owners or control persons. If the change is due to death, the 30 days begins once the estate transfer ownership to the beneficiaries.
- ‘Doing Business As’ (DBA) name. Any change to the name of the business, either officially or as a DBA.
- Addresses. Changes of address for the business entity and/or the beneficial owners.
- Government identification. Certain changes to your identification documents will prompt the requirement to file an updated report with copies of the new documentation. If you obtain a new driver’s license with a new driver’s license number (from a new state, for example) then an update is required. However, driver’s licenses renewals do not require resubmission if the driver’s license number has not changed. If you use a passport for your government identification, then at the time of renewal a copy of the new passport will need to be submitted.
To assist with making updates, we are offering an optional compliance assistance service at an annual fee of $95 per entity. This fee includes the following:
- Reminders. As mentioned above, updates must be made within 30 days of certain events. Our service will include a monthly reminder to review your records for any needed changes.
- Document retention. Subscribing to our annual service includes the retention of the government identification and other relevant documents in our filing system to facilitate future updates. This eliminates the need for beneficial owners to resubmit identification documents if they have not changed, for example. If you do not choose the annual compliance assistance service, we will delete these records from our system.
- Discounted update reports. We will be able to file necessary updates on your behalf at a discounted minimum fee of $195 per entity. Otherwise, any changes must be treated as new filings and will be subject to the associated fees (currently a minimum of $395 as indicated above).
Due Dates
Entities created before January 1, 2024, are required to file by December 31, 2024. Entities created between January 1, 2024, and January 1, 2025, are required to file within 90 days from creation or registration. Entities created after January 1, 2025, will have 30 days to file their beneficial ownership information.
We are available to assist you with questions and concerns you may have as you navigate this new filing process and requirement. Please contact Julie Clark at 503-391-1040 or Julie.clark@jhadvisors.com for assistance, with questions, or to begin filing your BOI Report. Please notify our office if you choose to file this report independently to ensure our records are updated.
Thank you,
Jamison Hanson