BOI Report--File Now or Wait?

February 2024

Here's a short history on the deadlines for filing your FinCEN BOI report:

• Before December 3, 2024, FinCEN BOI reports were due January 1, 2025

• December 3, 2024, no penalties for not filing FinCEN BOI reports during the injunction

• December 23, injunction stayed, reports due January 1, 2025

• Later on December 23, reports due January 13, 2025

• December 26, 2024, injunction reinstated, no penalties for not filing during the injunction.

• January 23, 2025, Supreme Court overrules that injunction

• January 24, 2025, FinCEN states that filing is not required while a second court injunction is in place

• Notice the bouncing ball effect. Here's the question: Will you be ready to file when you have to file--whenever that may be? And note that you may not have much time to file.

Don't wait to file. You gain nothing by waiting.

Overview

BOI reporting applies to entities in existence on January 1, 2024, as well as those created in 2024 and later.

Whether these are single-member LLCs, small multimember LLCs, small S corporations, or small C corporations, they may be required to provide detailed reporting on their beneficial owners—the humans who own or control these entities.

The new FinCEN reporting applies to many businesses (and rental properties owned in LLCs). The details and nuances may shock you.

Generally reportable small corporations and LLCs are those with

• 20 or fewer full-time employees.

$5 million or less in domestic gross receipts reported on their prior-year tax return, and a physical U.S. presence.

To ensure compliance, the penalties for willfully violating the BOI reporting requirements include

• Civil penalties of up to $591 for each day a violation is not remedied.

• A criminal fine of up to $10,000.

• Possible imprisonment of up to two years.

There’s no limit to the number of people subject to these penalties. Those who can be held liable for willful violations of the BOI filing rules include senior managers, corporate entities, and others, such as the following:

• Anyone who willfully files a false or fraudulent BOI report on a company’s behalf.

• Anyone who willfully provides false information to the filer of a BOI report.

• Beneficial owners who willfully fail to file a BOI report or who file a false report, including corporate officers, directors, or employees as well as LLC members, employees, and trustees.

The new regulations are designed to enhance transparency, making it more difficult to conceal illicit activities through anonymous corporate structures.

Ignoring the new reporting requirements is not an option.