BOI報告書提出について
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【新規制】BOI報告書の提出についてのお知らせ
今年から、米国で事業を行っている企業の多くは、アメリカ財務省の一部FinCEN（Financial Crimes Enforcement Network）に実益所有情報（Beneficial Ownership Information Reporting）通称「BOI」の報告書を提出する必要があります。正確なBOI報告書を提出しない場合、重大な民事または刑事罰が科される可能性があります。こちらは、何百万もの企業が対象になっています。
提出期日は、設立のタイミングによって下記になります。
2024年01月01日以降に設立された企業：設立から90日以内
2025年01月01日から設立される企業：設立から30日以内
2023年12月31日前に設立された企業：2025年1月1日以内
提出内容への変更・修正の場合： 変更後30日以内
目的は、企業の透明性を高め、不正行為を防ぐことです。ほとんどの企業が報告の対象で、銀行など23種の業種のみは対象外です。報告内容は、会社の正式名、DBA（もしあれば）、住所や納税番号、実質的なオーナーシップの名前・生年月日・現住所・納税番号・国や州や市から発行されたIDや写真などです。
詳しくは、下記の英語及び添付のＱ＆Ａにてご確認をくださいませ。
お気軽にお問合せくださいませ。
RE: Corporate Transparency Act — Beneficial Ownership Information Reporting Requirement
Starting January 1, 2024, a significant number of businesses will be required to comply with the Corporate Transparency Act (“CTA). The CTA was enacted into law as part of the National Defense Act for Fiscal Year 2021. The CTA requires the disclosure of the beneficial ownership information (otherwise known as “BOI”) of certain entities from people who own or control a company.
It is anticipated that 32.6 million businesses will be required to comply with this reporting requirement. The intent of the BOI reporting requirement is to help US law enforcement combat money laundering, the financing of terrorism and other illicit activity.
The CTA is not a part of the tax code. Instead, it is a part of the Bank Secrecy Act, a set of federal laws that require record-keeping and report filing on certain types of financial transactions. Under the CTA, BOI reports will not be filed with the IRS, but with the Financial Crimes Enforcement Network (FinCEN), another agency of the Department of Treasury.
Below is some preliminary information for you to consider as you approach the implementation period for this new reporting requirement. This information is meant to be general-only and should not be applied to your specific facts and circumstances without consultation with competent legal counsel and/or other retained professional adviser.
What entities are required to comply with the CTA’s BOI reporting requirement?
Entities organized both in the U.S. and outside the U.S. may be subject to the CTA’s reporting requirements. Domestic companies required to report include corporations, limited liability companies (LLCs) or any similar entity created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe.
Domestic entities that are not created by the filing of a document with a secretary of state or similar office are not required to report under the CTA.
Foreign companies required to report under the CTA include corporations, LLCs or any similar entity that is formed under the law of a foreign country and registered to do business in any state or tribal jurisdiction by filing a document with a secretary of state or any similar office.
Are there any exemptions from the filing requirements?
There are 23 categories of exemptions. Included in the exemptions list are publicly traded companies, banks and credit unions, securities brokers/dealers, public accounting firms, tax-exempt entities and certain inactive entities, among others. Please note these are not blanket exemptions and many of these entities are already heavily regulated by the government and thus already disclose their BOI to a government authority.
In addition, certain “large operating entities” are exempt from filing. To qualify for this exemption, the company must:
Employ more than 20 people in the U.S.;
Have reported gross revenue (or sales) of over $5M on the prior year’s tax return; and
Be physically present in the U.S.
Who is a beneficial owner?
Any individual who, directly or indirectly, either:
Exercises “substantial control” over a reporting company, or
Owns or controls at least 25 percent of the ownership interests of a reporting company
An individual has substantial control of a reporting company if they direct, determine or exercise substantial influence over important decisions of the reporting company. This includes any senior officers of the reporting company, regardless of formal title or if they have no ownership interest in the reporting company.
The detailed CTA regulations define the terms "substantial control" and "ownership interest" further.
When must companies file?
There are different filing timeframes depending on when an entity is registered/formed or if there is a change to the beneficial owner’s information.
New entities (created/registered in 2024) — must file within 90 days
New entities (created/registered after 12/31/2024) — must file within 30 days
Existing entities (created/registered before 1/1/24) — must file by 1/1/25
Reporting companies that have changes to previously reported information or discover inaccuracies in previously filed reports — must file within 30 days
What sort of information is required to be reported?
Companies must report the following information: full name of the reporting company, any trade name or doing business as (DBA) name, business address, state or Tribal jurisdiction of formation, and an IRS taxpayer identification number (TIN).
Additionally, information on the beneficial owners of the entity and for newly created entities, the company applicants of the entity is required. This information includes — name, birthdate, address, and unique identifying number and issuing jurisdiction from an acceptable identification document (e.g., a driver’s license or passport) and an image of such document.
Risk of non-compliance
Penalties for willfully not complying with the BOI reporting requirement can result in criminal and civil penalties of $500 per day and up to $10,000 with up to two years of jail time. For more information about the CTA, visit www.aicpa-cima.com/boi.
Please contact our office at 424-247-2014 to discuss your business situation.
Sincerely,
