I hate to be the bearer of bad news, but the Federal government has been hard at work trying to make the lives of small business owners just a little bit more difficult. On January 1, 2021, Congress enacted the Corporate Transparency Act (“CTA”) as part of the Anti-Money Laundering Act of 2020. The purpose of the CTA is to increase transparency and combat the use of shell companies used to shelter illicit money, and curb terrorism financing, corruption and tax fraud.
So what....you say, that sounds just fine to me. But wait....there's more. On September 30, 2022, the Financial Crimes Enforcement Network (“FINCEN”), which is an agency of the U.S. Department of Treasury, published the Beneficial Ownership Information (“BOI”) Reporting Requirements which were then codified in the Federal Regulations. The rule requires that certain entities to file with FINCEN reports that identify two categories of individuals including the beneficial owners and the individuals who have filed the application to create the business entity with the Secretary of State.
Great.....so how does that affect me? Well, if you have an interest in a corporation or limited liability company that is registered with any governmental entity (like the Florida Department of Corporations), it is deemed a “Reporting Company” and the company must file a BOI report with FINCEN. In the report, anyone who has a 25% or greater interest in the company or anyone who has substantial control of the company must be identified with proof of identification (eg. Driver's license, passport etc) provided with the report.
Here's the kicker.... If you fail to timely file the report, there are both civil and criminal penalties. According to the CTA
“Any person who provides false information, or fails to report complete or updated information, is subject to a civil penalty or not more than $500 per each day that the violation continues, and may face fines not more than $10,000, imprisonment for not more than two years, or both.”
The good news (I guess if there is any) is that for businesses in existence before January 1, 2024, you have until the end of the year to file the BOI Report. If you would like my firm to help you with filing the BOI Report, please contact my assistant, Leslie and she will get back to you with more details. Otherwise, it is imperative that you please mark this reporting deadline on your calendar so that you don't forget to timely file as per the new requirements.
See attached article from The Wall Street Journal.