Beneficial Ownership Information (BOI) Reporting Update

UPDATE: As of February 18, 2025, all injunctions were lifted and a new deadline of March 21, 2025, has been established for companies required to file.

Background

  • The Corporate Transparency Act of 2020 was passed in 2021 and authorizes FinCEN (Financial Crimes Enforcement Network – Department of Treasury) to administer the collection of beneficial ownership information.
  • Beneficial ownership information (BOI) refers to identifying information about individuals who own or control a company. This can be direct or indirect.
  • Effective January 1, 2024

Challenges in Court

  • The Corporate Transparency Act of 2020 has been challenged in court. Injunctions were issued.
  • As of February 18, 2025, all injunctions were lifted and a new deadline of March 21, 2025, has been established for companies required to file.

Exemptions Most Applicable to Motorcoach Companies and Other Small Businesses:

Large operating company

    • Entity employs more than 20 full-time employees (generally an average of at least 30 hours of service per week).
    • More than 20 full-time employees of the entity are employed in the United States.
    • The entity has an operating presence at a physical office within the United States. Operating presence at a physical office within the United States means that an entity regularly conducts its business at a physical location in the United States that the entity owns or leases and that is physically distinct from the place of business of any other unaffiliated entity.
    • The entity filed a federal income tax or information return in the United States for the previous year demonstrating more than $5,000,000 in gross receipts or sales.
    • The entity reported this greater-than-$5,000,000 amount as gross receipts or sales (net of returns and allowances) on the entity’s Form 1120, consolidated Form 1120, Form 1120-S, Form 1065, or other applicable IRS form.
    • When gross receipts or sales from sources outside the United States, as determined under federal income tax principles, are excluded from the entity’s amount of gross receipts or sales, the amount remains greater than $5,000,000.

Inactive entities

    • was in existence on or before January 1, 2020
    • is not engaged in active business
    • is not owned by a foreign person, whether directly or indirectly, wholly or partially
    • has had no ownership changes in the prior 12 months
    • has had no transactions greater than $1,000 in the prior 12 months
    • does not hold any assets

Whose Information is Reportable?

Any individual who directly or indirectly owns or controls at least 25% of the company’s ownership interests.

Any individual who directly or indirectly exercises substantial control over the reporting company. Examples of substantial control include:

    • Make important decisions about the reporting company’s business, finances, or structure.
    • Senior officers such as President, CFO, etc.

Exceptions to beneficial owner

    • Minor child (reported by parent/legal guardian)
    • Inheritor / Creditor
    • Accountants / Lawyers (unless they qualify as beneficial owner or company applicant)
    • Employees (unless they qualify as beneficial owner or company applicant)

Company applicant

    • individual who directly files the document that creates or registers the reporting company.
    • individual primarily responsible for directing or controlling the filing.
    • only needs to be provided for the company applicant for companies created or registered after 2023.

What Information Must Be Reported

BOI must be reported for the reporting company’s beneficial owners and certain company applicants.

The following information is required for individuals:

    • Individual’s full legal name
    • Date of birth
    • Street address
    • Unique ID number (Image must be provided)
      • Nonexpired U.S. passport
      • State driver’s license

The following information is required for each reporting company:

    • Company’s legal name
    • DBA
    • Street address
    • State in which the company was formed
    • Tax identification number

When to File

Initial Report

As of February 24, 2025, the original filing deadline of January 1, 2025, is now March 21, 2025. FINCEN has not updated filing requirements for newly created entities. To keep up to date, please visit FINCEN’s website at https://fincen.gov/boi.

How to File

Reporting companies must file their BOI reports electronically using the BOI e-filing portal (https://boiefiling.fincen.gov/).

Two ways to submit reports:

    • Fill out a web-based version of the BOI report and submit it online (https://boiefiling.fincen.gov/fileboir).
    • Upload a complete PDF version of the BOI report.
    • Cannot be faxed or mailed to FinCEN.

Penalties for Not Filing

    • There are civil and criminal penalties for noncompliance or providing false information. This applies to reporting companies, beneficial owners, senior officers, and company applicants.
    • The fine for failing to complete an initial or updated report or for willfully providing false or fraudulent information to a reporting company is $500 per day, up to $10,000 and imprisonment for up to two years. The fine for knowingly disclosing or using BOI without authorization is $500 per day, up to $250,000 and imprisonment for up to five years.
    • A safe harbor to avoid penalties is available if a corrected report is filed no later than 90 days after the report with inaccurate information is submitted.
    • For more detailed information and FAQ, visit www.fincen.gov/boi.

Written by Tracy Fickett, CPA

BUSBooks is a unique CPA accounting firm dedicated to the motorcoach industry.

Leave A Reply