The Deadline for Entities to Report BOI is Fast Approaching

The deadline for entities formed or registered before 2024 is January 1, 2025. Waiting until the last minute to report is risky.

Jeff Storch , Richard L. Schmidt , LuAnn Peterson, SBWCP | 11.04.24

We previously published an article on what businesses need to know about the Corporate Transparency Act (CTA). Now, the January 1, 2025, reporting deadline for entities formed or registered before 2024 is fast approaching. (The reporting deadline for entities formed or registered this year is 90 days after formation or registration.)

Many entities waited to file to see if reporting requirements would be changed or eliminated, whether due to new legislation or the results of several lawsuits challenging the CTA and BOI reporting requirements. However, to date no determinative lawsuit decisions or new legislation have changed the general requirements.

Waiting until the last minute to report is risky. Millions of entities have yet to report. A sudden influx of reports at year-end could adversely affect FinCEN’s filing system. Also, third-parties who could assist with the reporting may be busy nearer the deadline. Finally, it may take time to obtain all the information required of beneficial owners. Consequently, we recommend that affected entities prepare to report.

Entities can take the following steps in preparation:

1. Determine if any exemption applies. 

For a description of exemptions, see the FinCEN website’s BOI frequently asked questions. Note however:

• Most small businesses will need to report. THERE IS NO ​“SMALL BUSINESS” EXEMPTION.
• Non-business entities will need to report if they were created by a filing and are not otherwise exempt.
  • These include Wisconsin Chapter 181 nonstock corporations that do not qualify for the tax-exempt entity exemption (referencing Internal Revenue Code Section 501(c)).
  • Many Chapter 181 nonstock corporation homeowners and condominium associations will need to report. The tax-exempt entity exemption does not automatically exempt such associations; an association must meet all exemption requirements.
• Even inactive or dissolved entities may need to report. An inactive or dissolved entity must meet all of six qualifiers to be exempt from reporting. Those qualifiers can also be found on FinCEN’s frequently asked questions.
• It may be safest first to assume that your entity is a ​“reporting company” that must report, then determine if an exemption applies.

2. Determine who are ​“beneficial owners” for whom BOI must be reported.

Beneficial owners are any individual who:

• directly or indirectly (such as through another entity, IRA, etc.) owns or controls at least 25% of the ownership interests of the reporting company; or
• exercises substantial control over the reporting company (even if no ownership), such as a CEO or other senior officer.

For entities with few owners, all of whom hold their ownership in their personal name and are the only management (such as an LLC owned and managed by a single individual), determining beneficial owners may be relatively simple. But if there are non-human owners (such as trusts or other entities) or senior officers without ownership, or the company has issued stock options or otherwise entered into an agreement giving others the rights to acquire ownership or management rights, the analysis may be complex.

3. If the entity was formed after 2023 (i.e., this year), determine each ​“applicant.”

A company’s applicant is the person who files the document that creates or registers the reporting company with the state; and, if applicable, is primarily responsible for directing or controlling the filing. A reporting company will have a maximum of two applicants.

Reporting companies formed or registered before 2024 do not have to report applicants.

4. Compile required information for each beneficial owner and (if necessary) applicant. 

This includes the individual’s full legal name, date of birth, street address, and a unique ID number (such as a non-expired US passport, state driver’s license, or other government-issued ID card), including its digital image.

5. Report to FinCEN. BOI reports must be filed electronically.

FinCEN’s e‑filing portal at https://​boiefil​ing​.fin​cen​.gov/ provides two methods to report: (1) filling out a web-based version online, or (2) uploading a completed PDF version of the report. There is no fee for filing the report directly through FinCEN’s e‑filing portal.

Some third-party service providers may offer to file the BOI report for you, for a fee. If using a third-party, contact them early enough so that you understand what they require from you and when and are comfortable working with them.

Resources

Our firm does not intend to file BOI reports on behalf of clients. However, we are able to provide you with assistance in determining your filing obligations and information on third-parties who provide BOI filing services.

FinCEN also has a Small Entity Compliance Guide and responses to frequently asked questions to help guide businesses through the reporting requirements. 

If you have questions on BOI reporting requirements, please contact the primary Boardman & Clark attorney with whom you work or call us at (608) 257‑9521 and we will connect you with one of our business attorneys.

We expect that any further BOI updates we provide will be posted on our website and emailed to those on our email list. If you would like to receive those updates or otherwise be added to our email list, please provide your email address to TeamBusiness@​boardmanclark.​com or sign up using the link in the sidebar on this page.

• Corporate Transparency Act (CTA)