As of January 1, 2024, certain types of corporations, limited liability companies, and other similar entities doing business in the United States must report information about their beneficial owners—the persons who ultimately own or control the company—to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). These new reporting requirements were created under the Federal Corporate Transparency Act to strengthen the integrity of the U.S. financial system by making it harder for illicit actors to use shell companies to launder their money or hide assets. Additional information about the reporting requirements is available at FinCEN.gov/BOI. Subscribe to FinCEN Updates for future guidance documents.

FinCEN’s BOI webpage provides:  

• a Small Entity Compliance Guide;
• answers to Frequently Asked Questions;
• a video overview of beneficial ownership information reporting; and more.

Reporting companies can file beneficial ownership information electronically through FinCEN’s BOI E-Filing System.

DO I NEED TO REPORT?

Most businesses in Minnesota are small businesses that may need to file. So will many foreign businesses registered to do business in the U.S. However, there are some exceptions. 

The following 23 types of entities are exempt from the new reporting requirement:

• Inactive entity
• Securities reporting issuer
• Governmental authority
• Bank
• Credit union
• Depository institution holding company
• Money services business
• Broker or dealer in securities
• Securities exchange or clearing agency
• Other Exchange Act registered entity
• Investment company or investment adviser
• Venture capital fund adviser
• Insurance company
• State-licensed insurance producer
• Commodity Exchange Act registered entity
• Accounting firm
• Public utility
• Financial market utility
• Pooled investment vehicle
• Tax-exempt entity
• Entity assisting a tax-exempt entity
• Large operating company
• Subsidiary of certain exempt entities

FinCEN’s Small Entity Compliance Guide includes checklists for each of the 23 exemptions that may help determine whether a company meets an exemption (see Chapter 1.2, “Is my company exempt from the reporting requirements?”). Companies should carefully review the qualifying criteria before concluding that they are exempt.  

HOW AND WHEN TO REPORT

Reporting companies can report beneficial ownership information electronically through FinCEN’s BOI E-Filing System. 

• If your company was created or registered before January 1, 2024, you will have until January 1, 2025, to report BOI.
• If your company is created or registered on or after January 1, 2024, you must report BOI within 90 days of notice of creation or registration. Beginning in 2025, that reporting window is 30 days.
• Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days.

Article by sos.state.mn.us