Part IV: What Information Do I Need to Report for BOI?

If you missed Part III last week, we broke down who is considered a beneficial owner for purposes of FinCEN's BOI reporting. We concluded by analyzing who would be considered a beneficial owner in a fairly typical business structure. This week, we are going to look at the type of information you need to report once you identified your beneficial owners. FinCEN requires you to report information about both the company and the company's beneficials owners. Further, you may have to report what FinCEN calls "company applicants" if applicable (more on this later). First, we will take a look at the required reporting information for the company:

• Full legal name of the entity

• Any alternate names or "doing business as" or trade names the company uses

• The physical address of the company's principal place of business within the U.S.

  • If the principal place of business is outside of the U.S. then provide the address of the primary location the entity conducts business in the U.S.

• U.S. State, tribal or foreign jurisdiction where the company was formed

  • Foreign entities will have to also report U.S. state or tribal jurisdiction it first registered with in the U.S.

• IRS taxpayer identification number including an EIN (employer identification number)

  • Foreign entities without U.S. taxpayer identification number shall report a tax identification issued by a foreign jurisdiction

In addition to information about the entity, you will need to report information about your beneficial owners:

• Full legal name

• Date of birth

• Current residential address

• Unexpired Individual identifying document (must also provide a scan/image of it)

  • State Driver License; or

  • U.S. Passport; or

  • Other identification document issued by State/local government or tribe

    • If the individual does not have any of these documents then they must provide information and picture of their foreign passport

If you need help determining who your company's beneficial owners and/or company applicants are, please contact our office today.

Lastly, some entities will be required to report information about "company applicants." These entities will be required to report at least one (1) and at most two (2) company applicants. Company applicants cannot be companies or legal entities, but rather must be individuals.A company applicant is defined as an individual who directly files or is primarily responsible for the filing of the document that creates or registers the company. A company must report "company applicants" if it is a:

• domestic reporting company created on or after January 1, 2024; OR

• foreign reporting company first registered to do business in the U.S. on or after January 1, 2024

There are two (2) types of company applicants:

1. Direct filer

2. Individual who directs or controls the filing

The direct filer is the individual who directly filed the document that established a domestic reporting company or the individual who directly filed the document that first registered a foreign reporting company with a jurisdiction's Secretary of State or equivalent office. In theory, there should always be a direct filer, because someone has to submit the document to the government.

The second type of company applicant is the individual who was primarily responsible for directing or controlling the filing of the creation (domestic entity) or first registration (foreign entity) document with a jurisdiction's Secretary of State or equivalent office. Even though this person did not actually file the document with the government or similar office, they are still considered a company applicant for BOIR purposes with FinCEN.

However, it is important to note that domestic entities established prior to 2024 or foreign entities initially registered to do business in the U.S. prior to 2024 are not required to report company applicants. As you can imagine, this means that a large number of companies will not have to file information about company applicants. However, this does not exclude these companies from the required beneficial ownership reporting information.

Next week, in Part V, we will wrap up the series by reviewing the penalties for failing to comply with the BOI reporting requirement and briefly discuss some miscellaneous BOIR topics.

Thank you for taking the time to read today's post. We hope you found it informative.

If you would like us to review and discuss your company's BOI reporting requirements, please contact our office today.

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The information in this blog is provided solely for informational purposes. The information provided is not intended to create an attorney-client relationship and shall not be construed as legal advice on any specific matter. Each legal matter is unique and requires an analysis based on the particular circumstances. As a result, the information provided here may not be applicable in every situation, including your situation, and action should not be taken based on this information without seeking specific legal advice based on particular circumstances. Results may vary depending on your particular facts and legal circumstance.