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Posted June 28, 2024

As a business owner you may not be aware of a newly effective registration requirement imposed by the U.S. government (the “Reporting Rules”).

Under Reporting Rules, the failure to completely, timely and accurately report Beneficial Ownership information may result in civil or criminal penalties including, but not limited to, civil penalties of up to $500.00 per day for each day that a violation continues, criminal penalties inclusive of imprisonment of up to two (2) years and/or a fine of up to $10,000.00.  To avoid such penalties, we strongly encourage you to comply with the Reporting Rules that are summarized below.

The beneficial ownership Reporting Rules promulgated by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) require nearly all business entities formed or incorporated with a secretary of state or similar office in any state or territory to register with the federal government’s FinCEN website or face civil and criminal penalties.  Entities formed before 2024 have until December 31, 2024 to comply or they will have violated the law.

The Reporting Rules require certain corporations, limited liability companies and other business entities (“Reporting Companies”) to file beneficial ownership information reports (“BOI”) with FinCEN containing information about two (2) categories of people: 1) Beneficial Owners; and 2) Company applicants.  Absent an exemption, Reporting Companies created or registered to do business before January 1, 2024 must file their BOI by January 1, 2025, while Reporting Companies created or registered to do business on or after January 1, 2024 have thirty (30) days after receiving notice of their company’s creation or registration to file their initial BOI report. Reporting Companies created or registered before January 1, 2024 must disclose all Beneficial Owners in their BOI (i.e. anyone who owns 25% or more of a Reporting Company and/or exercises “substantial control” over a Reporting Company).  Reporting Companies created or registered on or after January 1, 2024 must disclose all Beneficial Owners as well as all Company Applicants in their BOI.

If you are uncertain about how to comply, call us for an appointment so that we can help you.  Unless retained by you to do so, the law firm cannot, and will not, file a BOI for any of your Reporting Companies.


Very truly yours,

Foss, San Filippo & Milne, LLC