10 April 2024

The CTA, BOIR Filings and Third Parties

As previously communicated, the beneficial ownership reporting requirements of the Corporate Transparency Act (CTA) became effective on January 1, 2024. While the CTA has been held unconstitutional by an Alabama Federal District Court and is currently being challenged in several other jurisdictions – including a Michigan action by plaintiffs represented by Miller Johnson – it is important to remain vigilant about compliance with the CTA until those cases are fully resolved (including any appeals).

Entities that are not exempt from CTA reporting must file their initial Beneficial Ownership Information Report (BOIR) within 90 days of formation (if formed in 2024) or by December 31, 2024 (if already existing before 2024).  Exempt entities that have not previously filed a BOIR with FinCEN do not need to file any type of report with FinCEN to confirm their exemption, but would be required to file a BOIR should they become non-exempt at a later date.

Numerous third party commercial registered agents and other service providers are offering to support entities in collecting and filing information required for the BOIR report. For example, Corporation Service Company (CSC) currently has a system in place to file BOIRs directly with FinCEN.  Other service providers, such as Corporate Creations Network Inc. and CT Corporation, are likewise working to operationalize similar direct filing systems with FinCEN.

Miller Johnson is not currently filing BOIRs directly with FinCEN on behalf of companies, but is working with clients and third party service providers to do so. If a company does not wish to file the BOIR themselves they may reach out to a third party to have the third party provider file it on their behalf. Service provider costs and turnaround times will vary depending on the number of reporting companies, beneficial owners and company applicants included on the report.  If engaged to do so, Miller Johnson is pleased to help clients identify an appropriate service provider and work with them, as needed, to facilitate the filing process.

If a company wishes to file the BOIR themselves, FinCEN has provided instructions on how to navigate the filing system which can be found here, and the report is submitted through this portal. The process of completing the report is relatively straightforward once the following information has been gathered for each applicable beneficial owner and company applicant: entity name, EIN and addresses; company applicant information, beneficial owner information, and FinCEN Identifiers (FinCEN IDs), where applicable.

An individual may wish to obtain a FinCEN ID rather than providing their personal information for each filing.  This can be done here.  In order to obtain a FinCEN ID, individuals should be prepared to provide the following information: name; date of birth; address; copy of driver’s license, passport, or other government issued identification.  Step-by-step instructions can be found here.