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  • DUE DILIGENCE QUESTIONAIRE

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  • BUSINESS OWNERS ONLY

    Many businesses will have a new federal reporting requirement in 2024. Most registered business entities — like Limited Liability Companies (LLCs) and Corporations — must file a beneficial ownership information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). In September 2022, FinCEN, a bureau of the U.S. Department of Treasury, announced its final rule requiring certain entities to report their beneficial ownership information. The BOI report is designed to provide transparency about who owns and benefits from an LLC or Corporation. It requests identifying information about the entity’s beneficial owners (the individuals who directly own or control a company).
  • WHO MUST FILE A BOI REPORT?

     A company must submit a BOI report if it meets the FinCEN’s beneficial owner reporting rule’s definition of a “reporting company” and does not qualify for an exemption. The criteria for domestic or foreign companies include: Domestic reporting company – A corporation, LLC, or any business entity created through filing a registration document with a secretary of state (or similar) office under the law of a state or Indian tribe. LLCs and C Corporations (including those with S Corporation status) fall under these definitions. Likewise, other entity types formed by filing registration documents with the state may be considered reporting companies — e.g., Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships, and business trusts. Existing Companies – Reporting companies created or registered to do business before January 1, 2024, must file their initial BOI report by January 1, 2025.New Companies – Any reporting company created or registered on or after January 1, 2024, must file its initial BOI report within 90 days of its formation. The 90-day window begins either when the company receives notice from the state that its creation or registration is effective, or after a secretary of state (or similar office) provides public notice of the reporting company’s creation or registration, whichever is earlier.

  • PENALTIES FOR NOT REPORTING BY THE DEADLINE

    A company could face civil penalties of up to $500 per day for each day beyond the report due date if it fails to provide complete and accurate BOI information. The willful failure or attempt to provide false or fraudulent beneficial ownership information could even result in criminal penalties, including imprisonment for up to two years and/or a fine of up to $10,000.

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