What Companies Will Be Required to Report Beneficial Ownership?
Per FinCEN Q&A #7 - Certain companies, referred to as “reporting companies”, will be required to report their beneficial ownership information to FinCEN. There are two types of reporting companies: domestic reporting companies and foreign reporting companies.
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A domestic reporting company is defined as:
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A corporation,
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A limited liability company, or
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Any other entity created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe. This generally includes limited partnerships and possibly general partnerships depending upon state or tribal law.
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A foreign reporting company is any entity that is:
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A corporation, limited liability company, or other entity formed under the law of a foreign country, AND
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Registered to do business in any U.S. state or in any Tribal jurisdiction, by the filing of a document with a secretary of state or any similar office under the law of a U.S. state or Indian tribe.
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Dissolved Entities:
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Per FinCEN Q&A #C13 (July 8, 2024) - BOI Reporting if Company Ceased Operations Before January 1, 2024 – Companies that ceased operations and entirely completed the process of formally and irrevocably dissolving prior to January 1, 2024, are not subject to BOI reporting. BUT, entities that are administratively suspended or dissolved generally do not cease to exist as a legal entity unless the dissolution or suspension becomes permanent. For example, failing to comply with certain jurisdictional obligations and/or failing to pay required fees. These entities must file BOI reports to avoid potential penalties. When in doubt, file the report!
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Per FinCEN Q&A #C14 (July 8, 2024) - BOI Reporting if created after December 31, 2023,and Ceased Operations Before January 1, 2025 - An entity created after December 31, 2023, must still file a BOI report even if it dissolved prior to January 1, 2025. These reports must be filed within 90 days of receiving actual or public notice of creation or registration if the entity was created in 2024. An entity that files an initial BOI report and then ceases to exist is not required to file an additional report to notify FinCEN that the company is no longer in existence.
The updated FinCEN FAQs are available at: www.fincen.gov/boi-faqs
If a document must be filed with a state or Indian Tribal-level office such as a secretary of state to create you’re a company, or to register it to do business if it is a foreign company, then the company is a reporting company, unless an exemption applies.
For the definitions of both domestic and foreign reporting companies, a “state” means any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and any other commonwealth, territory, or possession of the United States.