Oh BOI: The Corporate Transparency Act and CPA Firms

As of January 1, 2024, millions of U.S. companies are now required to file first-time paperwork with the U.S. Department of the Treasury. Here’s what you need to know about the Corporate Transparency Act [CTA].

What is the CTA exactly?

Enacted in 2021, the CTA aims to combat illicit activity including tax fraud, money laundering, and financing for terrorism by capturing more ownership information for specific U.S. businesses operating in or accessing the country’s market. It impacts millions of small businesses across the U.S. 

Beneficial Ownership Information – What is that and why should I care?

In 2021, as part of the Corporate Transparency Act, the government enacted Beneficial Ownership Information filing.  Beneficial Ownership Information (BOI) Reports must be filed by reporting companies within 30 Days of the company’s formation. If the reporting company already exists as of January 1, 2024, when it went into effect, it must file its initial BOI report by January 1, 2025. The failure to comply penalty with this new law may be up to $500 each day your business is out of compliance. Yes, this means if you are out of compliance for a year, you could incur penalties up to $182,500. There is a list of company types that are exempt from filing which you can find here.

Who is considered a beneficial owner of a company?

According to the CTA, an individual qualifies as a beneficial owner if they directly or indirectly have a significant ownership stake in a company. This person either exercises substantial control on the reporting company’s decisions or operations, owns at least 25% of the company’s shares, or has a similar level of control over the company’s equity.

What is substantial control really?

An individual exercises substantial control over a reporting company if the individual meets any of four general criteria:

The individual is a senior officer.

The individual has authority to appoint or remove certain officers or a majority of directors of the reporting company.

The individual is an important decision-maker.

The individual has any other form of substantial control over the reporting company.

What information must be reported about a company’s beneficial owners?

All reporting companies must provide their legal name and trademarks, as well as their current U.S. address, which could be either the address of its main business site or, for foreign-based companies, their U.S. operational location. They’ll also need to provide a taxpayer identification number and specify the jurisdiction where they were formed or registered.

This sounds complicated. Can you give me an example?

John and Jane formed a limited liability company (“LLC”) to own a rental property. Jane and John each own 50% of the entity and each is in a control position. The LLC has to file as a Reporting Company and both John and Jane have to file as beneficial owners.

Let’s say that Jane transferred her interests to her revocable trust. No biggie. She would still report that trust likely meets the exception as being “wholly revocable” and it would have no impact on her CTA filings.

Let’s say John got fancier and gifted his interests to a trust for his kids. John named his brother Tom as trustee. The trust benefits Tom’s three adult children. Tom and the three children have to file as Beneficial Owners.

If you are still confused by whether or not to file a BOI, we recommend filing the form to be on the safe side.

Can Go Figure file the BOI Report for me?

No. There are some legal issues surrounding CTA compliance as to whether or not  this is deemed as “the practice of law”.  Therefore, CPAs are being told by our insurance carriers not to do it. You can file the form yourself or have a legal professional file it for you. Our recommendation is to protect yourself and your business by hiring an attorney to file your BOI Report. In case you do not have an attorney to handle this for you, we recommend John T. Ankner of Saunders and Ankner, P.A., Attorneys at Law. John and his firm are ready to help you navigate the filing process in a timely and efficient manner. Email John@lawsaunders.com or visit www.lawsaunders.com.

This article is intended to provide basic information for starting a discussion with a financial professional about your specific financial situation. Please consult with a financial professional regarding your specific financial situation before making any financial decisions.

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