Background

In 2021, Congress passed the Corporate Transparency Act (CTA). The law created a new requirement for beneficial ownership reporting to make it harder for bad actors to hide or benefit from ill-gotten gains through shell companies or other opaque ownership structures. The Financial Crimes Enforcement Network (FinCEN) is a US Department of Treasury bureau whose mission is to safeguard the financial system from illicit activity, money
laundering and terrorist financing. Under the CTA, certain entities are required to report Beneficial Ownership
Information (BOI) to FinCEN. 

Who is Subject to BOI Reporting

Entities required to report are called “reporting companies.” There are two types of reporting companies:

• Domestic reporting companies are corporations, limited liability companies, and any other entities create by the filing of a document with the secretary of state or any similar office of the United States.
• Foreign reporting companies are entities formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with the secretary of state or similar office. 

Who is Exempt from Reporting Requirements 

23 types of entities are exempt from the reporting requirements. They include SEC registered investment
advisers and investment companies; broker dealers; insurance companies; state-licensed insurance producers;
and others. 

State registered investment advisers and exempt reporting advisers (unless they are venture capital fund
advisers) are not exempt and must report their beneficial owners. See the references at the end of this summary
for more information on exemptions. 

When Must Firms Report Their Beneficial Ownership

• A reporting company created or registered to do business before January 1, 2024, must report its beneficial owners before January 1, 2025.
• A reporting company created or registered on or after January 1, 2024 and before January 1, 2025, must file its initial beneficial ownership report within 90 calendar days after receiving notice of the company’s creation or registration.
• A reporting company created or registered after January 1, 2025, must file its initial beneficial ownership report within 30 days from actual or public notice that the company’s creation or registration is effective.

What are the Requirements

You will need to have ready and submit the following information:

Company Information:

• Legal name
• Any DBAs
• Tax-ID
• Jurisdiction of formation
• Address

Applicant Information (This is the person who files the document and the individual primarily responsible for
directing or controlling the filing – this can be the same person.)

• First and Last Name
• Date of birth
• Address
• ID type (e.g., driver’s license or passport)
• ID #
• Jurisdiction
• A PDF image of the document 

Beneficial Owner Information (Report for each 25% or more beneficial owner or other controlling person):

• First and Last Name
• Date of birth
• Address
• ID type (e.g., driver’s license or passport)
• ID #
• Jurisdiction
• A PDF image of the document

What Must I Do

• Go to: https://www.fincen.gov/boi
• Select “File a report using the BOI E-Filing System”
• Once complete, be sure to save the transcript of your report. You will also receive an email confirming your filing. 

Additional References

BOI-FAQs: https://www.fincen.gov/boi-faqs#C_1
BOI Small Entity Guide: https://www.fincen.gov/boi/small-entity-compliance-guide
BOI Quick Reference: https://www.fincen.gov/boi/quick-reference

 
For more information regarding filing your BOI Report, please contact:
Advisor Solutions Group, Inc.
949.400.2190
info@advisorsolutionsgroup.com