The beneficial ownership information report (“BOI Report”) required under the Corporate Transparency Act (the “CTA”) is now in effect. The CTA requires that all entities, subject to certain exemptions, file a confidential non-public BOI Report with the Financial Crimes Enforcement Network (“FinCEN”) either (i) within 90 days of formation for entities formed on or after January 1, 2024 or (ii) no later than December 31, 2024 for non-exempt entities formed prior to January 1, 2024.
The BOI Report requires the disclosure of (i) up to two persons who caused the organizational certificate of an entity to be filed (only required for entities formed from and after January 1, 2024) and (ii) all control parties and beneficial owners of 25% or more of an entity. In general, control parties of an entity will include trustees of trusts, officers and directors of corporations, managers, managing members and officers of limited liability companies and general partners of partnerships and any other persons who have a contractual right to control the day to day affairs of the entity.
Failure to file a BOI Report may result in fines of $500 per day up to $10,000.00 per offense and up to 2 years imprisonment.
Meltzer Lippe can assist you in determining if you are required to file a BOI Report, determining who needs to be disclosed on the BOI Report and in filing the BOI Report. We urge all clients to take action regarding their existing entities as soon as possible to avoid the end of year crunch which will be likely. Please reach out to your Meltzer Lippe advisor with any questions or if you would like our assistance.