Dear Clients and Friends,
If you are a direct or indirect owner of a Limited Liability Company (LLC) or Corporation in the United
States, you must file a Beneficial Ownership Information (BOI) report. Non‐compliance with the
reporting mandate could subject you to severe monetary penalties.
As of January 1st, 2024, the US Corporate Transparency Act (CTA), requires owners of LLC’s and
Corporations in the US to file with the Financial Crimes Enforcement Network of (FinCEN).
In this publication we would like to bring BOI reporting to your attention. We understand that this may
be an unfamiliar topic but hopefully by the end of this publication you will have a clear idea of its
relevance and potential impact to your business.
First off what is Beneficial Ownership Information Reporting?
Beneficial Ownership Information (BOI) reporting refers to the mandated requirement to disclose
information about the individuals who either directly or indirectly own or control a company. The
purpose of BOI is to increase transparency and prevent financial crimes.
Who is considered a beneficial owner?
A beneficial owner is any individual who directly, or indirectly, has significant control over the company
or is someone who owns or controls a minimum of 25% of the company.
What companies are required to report beneficial ownership information?
The companies who are required to report are referred to as reporting companies. Within reporting
companies there are two types:
- Domestic reporting companies are corporations, limited liability companies, and any other entity
created by filing a document with a secretary of state or a similar office in the United States. - Foreign reporting companies are establishments that are formed under the foreign laws of a
country outside of the United States. These establishments are registered to do business in the
United States by filing a document with a secretary of state or a similar office.
When should Beneficial ownership information be reported?
The BOI E‐Filing portal was recently launched on January 1, 2024 by FinCEN.
- A reporting company created or registered to do business before January 1, 2024, will be given
until January 1, 2025, to file its first report. - A reporting company created or registered in 2024 will be given 90 days to file after receiving
actual or public notice of effective creation/registration. - A reporting company created or registered on or after January 1, 2025, will be given 30 days to
file after receiving actual or public notice of creation/registration.
What happens if Beneficial Ownership information is not reported or inaccurate?
If the BOI is willfully violated, there can be serious consequences including both civil and criminal
penalties.
- Civil Penalties: individuals can be fined up to $500 for each day of violation.
- Criminal Penalties: in addition to the civil penalties, the individual could face up to 2 years of
imprisonment and a fine up to $10,000.
Should someone make an unintentional mistake or omission, they must correct their mistake or
omission within 90 days of the deadline of the original report. By doing this a penalty may be avoided.
The information provided was a brief overview on beneficial ownership information reporting.
If you have any questions, concerns, or would like more details, please feel free to reach out to the
Clearhouse Cross‐border tax team at 647‐969‐7382 or info@clearhouse.ca.
Kindest Regards,
Your Clearhouse LLP Team