New Filing Requirement for Many Small Businesses

The Corporate Transparency Act (signed into law on January 1, 2021) created new reporting requirements for certain entities.  Beginning in 2024, many small businesses are required to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) to create a national database for use by national security and law enforcement agencies to prevent the use of shell companies for criminal activity.


Who Must File – Most companies who were formed by filing a document with a secretary of state (i.e. corporation, LLC, etc.) will need to file.  Certain entities are exempt from the reporting requirements.  Please see the FinCEN BOI website for a list of exemptions.


How to File – Companies can complete their filing online on the FinCEN BOI website  Companies must provide basic information regarding their owners (name, address, identification, etc.).


When to File – For companies in existence prior to 2024, the filing is due by January 1, 2025.  For companies formed January 1, 2024, or later, the filing is due 90 days after the entity was formed.  Additionally, if there is a change in the information previously reported, an updated report must be filed within 30 days of the change.  Please note that the penalties for failure to file timely can be significant ($500 per day late up to a maximum of $10,000).


If you have any questions regarding this new reporting requirement and how it may affect your business, please refer to the FinCEN BOI website or contact legal counsel for assistance.


FinCEN BOI website:

FinCEN BOI Frequently Asked Questions:

FinCEN BOI Small Entity Compliance Guide:

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