Corporate Transparency Act and FAQs
New Federal Requirement: Reporting of Beneficial Ownership Information (BOI)
Beginning January 1, 2024, certain types of corporations, limited liability companies, and other similar entities created in or registered to do business in the United States must report information about their beneficial owners—the persons who ultimately own or control the company—to the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). This requirement is part of federal legislation known as the Corporate Transparency Act. Additional information about the reporting requirements, including answers to questions such as “is my company required to report beneficial ownership information to FinCEN,” “who is a beneficial owner,” and “when do I need to report my company’s beneficial ownership information" is available on FinCEN’s beneficial ownership information webpage, FinCEN.gov/BOI.
FinCEN contact information is as follows:
- Email: FRC@fincen.gov
- Contact Form: www.FinCEN.gov/contact
- Phone number: 1-800-767-2825
- Website: www.FinCEN.gov/BOI
NOTE: The Office of the Clerk provides the following details in Q & A format as a courtesy only. The Corporate Transparency Act and required Beneficial Ownership Information is fully administered by the Department of the Treasury.
Q: I formed my new entity what should I do now?
A: Go to www.FinCEN.gov/BOI to determine if your new entity needs to report information about their beneficial owners – the persons who ultimately own or control the company – to Treasury’s Financial Crimes Enforcement Network (FinCEN).
Q: What is the new beneficial ownership information (BOI) report that I must submit?
A: The Federal Corporate Transparency Act was passed by Congress in 2021. This bill requires businesses to file a beneficial ownership report with a federal agency, FinCEN, starting January 1, 2024.
Q: Why are you requiring this report? Why did your office pass this legislation?
A: The Corporate Transparency Act is federal legislation passed by Congress that requires a report to be submitted to the U.S. Department of Treasury’s Financial Crimes Enforcement Network. This is not legislation drafted by the Office of the Clerk and the information is not submitted to or accessible by the Office of the Clerk.
Q: Where do I file a BOI report?
A: The BOI report will be filed electronically on FinCEN’s website. FinCEN will start accepting reports on January 1, 2024.
Alert: FinCEN has been notified of recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act. The fraudulent correspondence may be titled "Important Compliance Notice" and asks the recipient to click on a URL or to scan a QR code. Those e-mails or letters are fraudulent. FinCEN does not send unsolicited requests. Please do not respond to these fraudulent messages or click on any links or scan any QR codes within them.
Please note, do not include beneficial ownership information when registering your business with the Office of the Clerk.
Q: Will the SCC (Office of the Clerk) forward my Beneficial Owner Information (BOI) to FinCEN?
A: No. The Office of the Clerk will not forward any documents that contain Beneficial Owner Information to FinCEN. The Office of the Clerk will attempt to return any documents that pertain to the Corporate Transparency Act to the Submitter. All BOI reports shall be filed electronically on FinCEN’s website. FinCEN will start accepting reports on January 1, 2024.
Q: When is the BOI report due?
A: If your entity was formed as a domestic entity or was registered to do business in the U.S. as a foreign entity prior to January 1, 2024, then you have until January 1, 2025, to submit the BOI report. If your entity was formed as a domestic entity or registered to do business in the U.S. as a foreign entity on or after January 1, 2024, you have 90 days from the date of formation/registration to submit the BOI report. Updates or corrections to reports must be submitted to FinCEN within 30 days of becoming aware of the change.
Q: What is the fee for filing a BOI report?
A: There is no filing fee.
Q: Do all businesses have to submit a BOI report?
A: A “reporting company” must file a BOI report. A business is deemed a “reporting company” if it submits a formation or registration document with the Office of the Clerk such as a corporation or LLC. If your business was not formed or registered by filing a document with the Office of the Clerk, such as a general partnership or a sole proprietorship, then you are not a reporting company and you don’t need to file the beneficial ownership report. Certain entities, such as banks, credit unions, tax-exempt entities, and large businesses, are exempt from reporting. These entities are likely already filing this information with a government agency under separate regulatory requirements. You may review Reporting Company Exemptions on the FinCEN FAQs page.
Q: If my business entity is exempt from filing, do I need to do anything with FinCEN?
A: No, there is no requirement to submit any documentation if your entity falls within the FinCEN list of exemptions.
Q: I registered my foreign business in your office. Do I have to submit this report?
A: FinCEN defines a “foreign business” a little differently than the Office of the Clerk. For the purpose of beneficial ownership reporting to FinCEN, the entity is considered foreign if it was formed outside of the U.S. but is registered to do business in a U.S. jurisdiction. If the entity was formed in another U.S. jurisdiction, it is considered a domestic entity. Foreign businesses qualified to conduct business with a U.S. jurisdiction prior to January 1, 2024, must submit the report to FinCEN prior to January 1, 2025. Foreign businesses qualifying to conduct business with a U.S. jurisdiction for the first time after January 1, 2024, must submit the report to FinCEN within 90 days of registration with that U.S. jurisdiction.
Q: I don’t know if I am a reporting company. Can you tell me if I need to file?
A: We are unable to determine if you are a reporting company. The Office of the Clerk encourages visit the FinCEN site for additional information about reporting companies. If you have additional questions, please contact FinCEN.
If you need additional assistance understanding the reporting requirements, please contact a qualified attorney.
Q: What do I need to file?
A: Details can be found at FinCEN. The report requires information about the company, contact information, and your beneficial owners. If the entity was formed on or after January 1, 2024, you also need to provide information on the company applicant who submitted the form with the Office of the Clerk.
Q: Who is a beneficial owner? Who is a company applicant?
A: A beneficial owner is any individual who either exercises substantial control over a company or owns or controls at least 25% of the ownership interest of the company. A company applicant is the individual who directly submitted the document that created the domestic reporting company and the individual who is primarily responsible for directing or controlling the submission of the formation document if more than one individual is involved in the submission of the document. The Office of the Clerk encourages you to review this information to make that determination. More details can be found on the FinCEN site.
Q: What happens if I don’t file the report?
A: There are possible civil and criminal penalties of up to $10,000 and up to two years imprisonment. Details can be found on the FinCEN site.
Q: What are you doing with this information?
A: The Office of the Clerk is not collecting this information, nor do we have access to the information reported to FinCEN. FinCEN, a part of the U.S. Department of Treasury, is collecting this information and may share it with authorized law enforcement and financial institutions. The Office of the Clerk encourages you to contact FinCEN if you have additional questions or concerns.