As the Corporate Transparency Act (CTA) evolves, companies must navigate the complexities of beneficial ownership information (BOI) reporting. While continuing to implement this new requirement, the Financial Crimes Enforcement Network (FinCEN) has added new frequently asked questions to its documentation. Read on for a summary of the updates released in July 2024.

C12: Do BOI reporting requirements apply to companies created or registered before the Corporate Transparency Act was enacted on January 1, 2021?

FinCEN clarified that, yes, BOI reporting requirements apply to all companies that qualify as “reporting companies,” regardless of their creation or registration date. 

As a refresher, reporting companies include LLCs, corporations, and other entities formed within or registered to do business in the US by filing documentation with a Secretary of State or equivalent office. 

The agency went on to say that exempt and inactive entities, as usual, are not required to report BOI. For more information about exemptions, read our Corporate Transparency Act Exemptions Explained which describes them in detail. 

C13: Are companies that ceased to exist before January 1, 2024, required to report BOI?

No, companies that ceased to exist as legal entities before January 1, 2024, are not required to report BOI to FinCEN. To be exempt, the company must have completed the formal and irrevocable dissolution process, which typically involves filing dissolution paperwork, paying related taxes or fees, and fully liquidating assets. However, if a company continued to exist in any capacity on or after January 1, 2024, it must report its BOI, even if it had begun winding down its affairs and ceased conducting business before that date. 

C14: Would a reporting company formed or registered in 2024 that formally dissolves before its initial BOI report is due still need to file?

Yes, companies created or registered on or after January 1, 2024, must report BOI, even if they ceased to exist before their initial report was due. Further, the reporting deadline would be the same faced by the entity if it had remained in operation. That means, starting this year, virtually every legal entity formed or registered to do business in the US will need to report BOI even if it ceases all operations immediately after forming or registering.

Fortunately, reporting companies that formally dissolve need only file an initial BOI report. They are not required to file an updated or corrected report noting that the company has ceased to exit.

D17: Who should an entity partially or fully owned by an Indian Tribe report as its beneficial owner(s)?

The entity’s nature determines if and how it should report beneficial ownership. Here are the general guidelines:

1. Entity is a Tribal Governmental Authority: Entities established under the laws of the United States, an Indian Tribe, or a State that exercise governmental authority on behalf of these entities are exempt from reporting BOI. This includes tribally chartered corporations exercising governmental authority on behalf of the Tribe.
2. Entity is a subsidiary of a Tribal Governmental Authority: Subsidiaries entirely controlled or wholly owned by a Tribal Governmental Authority are exempt from BOI reporting requirements.
3. Entity is partially owned by a Tribe: These entities must report individuals exercising substantial control, including those doing so on behalf of an Indian Tribe. They should also report individuals owning or controlling at least 25% of the entity’s ownership interests unless these interests are controlled exclusively through exempt entities.

F13: Reporting tax identification numbers for disregarded entities

A disregarded entity is not treated as an entity separate from its owner for US tax purposes. Instead of being taxed separately, the entity’s owner reports the entity’s income and deductions as part of their federal tax return. Disregarded entities that are reporting companies must provide a taxpayer identification number (TIN) when reporting BOI. Depending on the entity’s circumstances, different TINs may be reported:

1. An entity with its own EIN: Report the EIN as its TIN.
2. Single-member LLC without its own EIN: Report the owner’s SSN or ITIN as the TIN.
3. Owned by a US Entity with an EIN: Report the U.S. entity’s EIN.
4. Owned by another disregarded entity or chain of entities: Report the TIN of the first owner up the chain with a TIN.

G3: Obtaining a TIN quickly

Companies may need to obtain a TIN quickly to file an initial BOI report on time. The IRS offers an online application for an Employer Identification Number (EIN), provided immediately upon submission. For cases requiring a Form SS-4, processing times vary, and companies should plan accordingly to meet their reporting deadlines. Harbor Compliance can also assist you in requesting an EIN. 

Put BOI Reporting on AutoPilot

Understanding and complying with BOI reporting requirements is essential for all reporting companies. By staying informed and proactive, companies can ensure they meet their obligations under the Corporate Transparency Act.

Harbor Compliance’s full-service support is the easiest way to stay ahead of the requirements. Order BOI Reporting Service today and take advantage of centralized data storage, simple and secure online information collection, automated notifications to keep you updated on ongoing filing requirements, and more.