FinCEN’s New Reporting Rule and What Must a Business Report?

A recent publication was issued by the Financial Crimes Enforcement Network (FinCEN). A new rule went into effect on January 1, 2024. We’ll outline some of those details here.

Important Definitions

The new Reporting Rule requires certain companies to file what are known as beneficial ownership information (BOI) reports” with FinCEN. These reports are sometimes referred to as “BOI reports.”

The reports are to contain “identification information” about:

• The reporting company,
• The company’s beneficial owners, and
• Company applicants.

Some definitions here are helpful:

• A reporting company is the company or business entity that is responsible for filing a BOI report.
• A beneficial owner is an individual who owns or controls at least 25% of the reporting company or has substantial control over the company.
• A company applicant is an individual who directly files or is primarily responsible for the filing of the document that creates or registers the reporting company.

Identification Information

Given the above, we know that a subject company must provide identification information to FINCEN. But this information will differ when a business is reporting on itself, beneficial owners, and company applicants.

Information that a reporting company must report about itself includes:

• The reporting company’s full legal name and any trade name or “doing business as” name,
• A complete current address of the company,
• The state or foreign jurisdiction of formation or registration of the reporting company, and
• The IRS Taxpayer Identification Number (TIN) (including an Employer Identification Number) of the reporting company.

For each beneficial owner and company applicant, the applicable reporting company must submit to FinCEN the individual’s:

• Full legal name,
• Date of birth,
• Complete current address (in the case of a company applicant, a business address may be used, in all other cases a residential address must be used), and
• A unique identifying number from an acceptable identification document, as well as copies of such documents.

Note that in lieu of acceptable identification documentation, an individual or company who is required to provide information to a reporting company may provide a unique identifier assigned by FinCEN (FinCEN Identifier). A FinCEN Identifier is a unique number issued by FinCEN to an individual or entity upon request that can be used for reporting purposes.

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