UPDATE: on December 3, 2024 a US District Court in Texas temporarily enjoined enforecement of the CTA, so that the reporting deadline of January 1, 2025 is currently stayed. The preliminary injunction currently applies nationwide.
As of December 9, 2024, FinCEN acknowledged on its website that, in light of the preliminary injunction, reporting companies are not currently required to file beneficial ownership information (“BOI”) reports with FinCEN and are not subject to liability if they fail to do so.
That being said, a reporting company may choose to voluntarily submit the BOI reports. If the preliminary injunction is stayed or overturned, it’s uncertain how much – if any – additional time reporting companies will be provided to submit BOI reports. It is prudent for reporting companies to continue to gather the relevant information for their BOI reports and be ready to file on short notice.
The deadline for required business entities to file their initial beneficial ownership information (BOI) under the Corporate Transparency Act (CTA) is January 1, 2025. Business entities created between January 1, 2024, and January 1, 2025, have 90 days from the date of receiving the actual or public notice of their creation to submit their BOI to Financial Crimes Enforcement Network (FinCEN). Businesses established on or after January 1, 2025, will have just 30 days to do the same.
The new reporting requirements are part of the federal government’s effort to crack down on fraudulent and illicit behavior. To comply with the law, the majority of domestic and foreign entities operating in the U.S. are required to report beneficial ownership information with FinCEN. For a list of 23 entity types that are exempt from reporting, refer here to the Federal Register website.
A beneficial owner includes any individual with substantial control over a reporting company or those owning or controlling at least 25% of its ownership interests. If you are unsure how these reporting requirements apply to your Florida business, consult a business law attorney for assistance.
Where to Report BOI?
Required business entities, including most small and medium-sized businesses in Florida, must submit their initial beneficial ownership information using FinCen’s e-filing system. There is no cost to file the report.
Although businesses are not required to submit reporting information annually, there may be instances after the initial filing when you will need to submit information again. Examples include if a beneficial owner changes their address or legally changes their name. Operational changes may also trigger the need to resubmit BOI to FinCEN. The best way to ensure you are complying with the Corporate Transparency Act reporting requirements is to consult with an experienced business law attorney.
Contact our Team at Sirulnik Law for Help
The CTA requires businesses to disclose identifying information about their beneficial owners. If you’re a business owner or involved in forming a new company, it’s imperative to understand these reporting requirements to avoid fines and penalties.For help complying with BOI reporting requirements, consult our experienced business law attorneys at the Law Offices of Alex D. Sirulnik, P.A.
