From the Bradford Tax Institute:

Fire Drill Update:
FinCEN BOI Report Date
Now January 13

Yesterday, we reported that the Fifth Circuit Court of Appeals immediately reinstated FinCEN BOI filing requirements.

But there’s good news—later yesterday, the Treasury Department extended key deadlines to allow more time for compliance.

Here’s what you need to know:

New January 13, 2025 Deadline

• Reporting entities created with a state secretary of state filing before January 1, 2024, must file by January 13, 2025 (instead of January 1, 2025).
• Entities created with a state secretary of state filing between September 4, 2024, and December 23, 2024, whose filing deadline fell between December 3, 2024, and December 23, 2024, have until January 13, 2024.

Additional Extensions

• Entities created with a state secretary of state filing between December 3, 2024, and December 23, 2024, get an extra 21 days from their original filing deadline.
• Disaster relief extensions. Entities qualifying for disaster relief should use the later of January 13, 2025, or the relief date.

Regular Deadlines Resume

Entities created with a state secretary of state filing on or after January 1, 2025, have 30 days to file once their registration is effective.

Why Compliance Matters

Failure to file can result in severe penalties, including:

• $591 per day in civil penalties,
• $10,000 in criminal penalties, and
• up to two years in prison.

Background

The CTA is mainly an anti-money laundering law.  In it, Congress states that bad actors seek to conceal their ownership of corporations, LLCs, or similar entities in the United States to facilitate money laundering, financing of terrorism, tax fraud, and other illegal acts. And according to Congress, federal legislation providing for the collection of beneficial ownership information is needed to protect national interests and better enable efforts to counter those illegal acts.

Who has to file a BOI report?

Every corporation, LLC, or other entity created by the filing of a document with a Secretary of State or similar office under the law of a state or Indian tribe is required to file a BOI report unless it qualifies for an exemption. Those entities created in the United States and not exempt, and therefore required to file a BOI report, are called “domestic reporting companies”.  (Certain entities created in foreign countries and registered to do business in the United States are also required to file a BOI report and are called “foreign reporting companies.”)

Who is exempt from filing a BOI report?

There are 23 categories of entities that are exempt. Most exemptions are for entities that are already subject to substantial federal or state regulation.  Exempt entities include, for example, publicly traded companies and other entities that file reports with the SEC, banks, credit unions, money services businesses, securities brokers and dealers, tax-exempt entities, insurance companies, state-licensed insurance producers, pooled investment vehicles, public utilities, and accounting firms.

There is also an exemption for what’s called a “large operating company”.  A “large operating company” is an entity that (1) employs more than 20 full-time employees in the United States, (2) has an operating presence at a physical office within the United States, and (3) has filed a federal income tax or information return in the United States for the previous year demonstrating more than $5 million in gross receipts or sales.

For more information, questions, or assistance with this complicated matter please contact M.R. Gaebel at 315-493-1862.