BOI Reporting Requirements Under the CTA

As of January 1, 2024, many domestic entities created, or foreign entities first registered to do business in the U.S., on or after that date are required to report information to the Financial Crimes Enforcement Network (FinCEN) about the individuals who create and ultimately own and control them. Domestic entities created, or foreign entities registered, in the U.S. prior to January 1, 2024 have until January 1, 2025 to report such beneficial ownership information (BOI) to FinCEN.

Specifically, these entities (Reporting Companies) must file a report detailing certain identifying information about: (i) the Reporting Company; (ii) the individuals who directly or indirectly exercise “substantial control” of a Reporting Company, or own or control at least 25% of the ownership interests in the Reporting Company (Beneficial Owners); and (iii) for those entities so created or registered on or after January 1, 2024, the individual who directly files the creation or registration document with a secretary of state or similar state office, and, if more than one individual is involved in the filing, the individual who is primarily responsible for directing or controlling the filing (Company Applicants).

Many Reporting Companies may not be aware of their obligation to file these reports, known as BOI Reports (BOIRs), or they may have questions about the filing process or the information that must be included in a BOIR. Indeed, FinCEN has been publishing a stream of proposed rules and guidance to clarify and publicize the BOI reporting process and requirements.

On this resource page, Arnold & Porter will:

  1. Summarize the basic requirements of the BOI reporting rules;
  2. Track FinCEN’s continued guidance and rulemaking, and summarize the import for potential filers and entities—particularly financial institutions—who may be entitled to access BOI reported to FinCEN;
  3. Track FinCEN’s anticipated guidance and rulemaking regarding revisions to financial institutions’ customer due diligence (CDD) obligations; and
  4. Offer our analysis on best practices for complying with the BOI reporting and other CTA requirements.

Should you have any questions about the applicability of the BOI reporting requirements or other CTA provisions, please check out the Q & A’s listed at the bottom of this article.

Article by Arnold & Porter

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