If you have an association (like a homeowner’s association) where no stock or ownership of the corporation exists, would all of the board of directors be beneficial owners?

Reporting would be required for anyone who exercises substantial control of the entity or owns/controls more than 25% of the ownership interests.

If Company A, is equally owned by Corporation B and Corporation C, and Corporation B and C are subsequently owned by an individual, is Company A required to file a BOI report or only Corporations B and C?

Company A would be required to file a BOI report, and the beneficial owner would be the individual who owns Company B and C. Beneficial owners are individuals unless the entity is solely owned by an exempt entity.

Would a husband and wife-owned LLC or Partnership that is disregarded for tax purposes (income and expenses reported on Schedule C) be considered beneficial owners for BOI reporting?

Married spouses are considered separate beneficial owners for purposes of the BOI report, so both would need to be included.

Are spoused considered beneficial owners in a community property state where a single member LLC owner is married?

No, only the actual person controlling the business operations would be listed on the report.

What happens if an existing reporting company has a change in ownership prior to filing its initial BOI report in late 2024? Does the initial report need to include any information about the owners who sold their interests in early 2024?

The initial BOI report should be the most current information. If the information changes before the report is filed, the old information doesn’t need to be reported. If the information changes after filing the report, an amended report can be filed.

Would a Public Benefit Corporation be required to submit a BOI report?

If a Public Benefit Corporation has tax exempt approval under Section 501(c) of the Internal Revenue Code of 1986, they are not required to file a BOI report.

Is a Sole Proprietorship who files a Schedule C Profit and Loss From Business tax form, and is registered with a state, required to file the BOI report?

Yes. In this case, they would be required to file a BOI report.

In a single-member LLC that is taxed as a Sole Proprietorship required to file a BOI report?

Yes, they are required to file a BOI report because they are formally registered with the Secretary of State.

Is a business created as a county registered DBA required to file a BOI report?

No. This type of business is not required to file.

Which accounting firms are not required to file a BOI report?

An entity that is a public accounting firm registered in accordance with section 102 of the Sarbanes- Oxley Act of 2002 is exempt from BOI reporting. All other accounting firms should file a BOI report.

Is a single-member LLC that provides accounting services exempt from BOI reporting?

No. An LLC that provides accounting services is only exempt if it meets the accounting exemption requirement, which is an entity that is a public accounting firm registered in accordance with section 102 of the Sarbanes-Oxley Act of 2002.

If a tax professional files a BOI report on behalf of a tax client, is the tax professional considered the company applicant?

No, the company applicant is the person who actually formed the entity with the Secretary of State.

Are S Corporations or companies owned by multiple trusts exempt?

S Corporations and entities owned by trusts are still required to file. The only reason for not reporting would be related to other exemption criteria.

What information is required if the owner of a reporting company is another private or publicly traded company?

An individual is required to be listed as a beneficial owner unless the reporting company is owned by an exempt entity. If the owning entity is not exempt, then by default, the individual beneficial owners of that entity would also be the beneficial owners of the reporting company.

Does a trust that owns rental properties for multiple beneficiaries have to file?

Trusts are exempt if they meet the requirements in paragraph 1 or 2 of the Internal Revenue Code section 4947.

What if the beneficial owner is an irrevocable trust? Do you disclose the trust grantor the trustee or the beneficiaries of the trust?

Trusts are exempt if they meet the requirements in paragraph 1 or 2 of the Internal Revenue Code section 4947.

Regarding exemptions, what qualifies as an inactive entity?

An inactive entity is an entity that was in existence on or before 1/1/2020, is not engaged in any active business, is not owned by a foreign person, has not experienced any change in ownership in the preceding 12-month period, has not sent or received any funds of more than $1,000 in the prior 12 month period, and does not otherwise hold any kind or type of assets either in the USA or abroad, including ownership in another entity.

What do we report as our main place of business when all employees work from home, and we have no office or main place of business?

The location where most business is conducted should be used. It must be a physical, USA address.

If the company closes on or before December 31, 2023, do you have to file this BOI?

No. You do not need to file a BOI report in 2024.

Do you need to file a BOI report for an inactive entity in existence before January 1, 2024, but planning to become active during 2024?

If an entity is formally dissolved with the Secretary of State, a BOI report is not required. If the entity is not formally dissolved, it must meet the inactive company requirements to be exempt. If it does and a BOI report is not filed, once activity resumed, a BOI report would be required.

What will happen if a domestic corporation closes its physical USA office and has employees working remotely? Would this entity qualify for the exemption?

If the entity formally dissolved the company with the Secretary of State on or before December 31, 2023, a BOI report would not be required.

Are Limited Partnerships exempt from BOI reporting?

Generally, Limited Partnerships are formed by filing documents with the Secretary of State or similar office. If this is the case, they are required to file a BOI report.

Are these forms required to be electronically filed or paper filed?

They can be filed online or via paper. Online filings are much simpler and receive automatic feedback.

Are VCs considered beneficial owners?

Any individual who directly or indirectly has 25% or more ownership in the entity and/or exercises substantial control over the entity is considered a Beneficial Owner.

Can you use an existing FinCEN identifier that has been used for FBARs (FinCEN 114)?

FinCEN identifiers issued by the FinCEN after filing a BOI can be used for filing BOIs for other entities where they have the same beneficial owner. FinCEN Identifiers issued from other reporting requirements are not valid.

Are nonprofits owning a C Corporation required to file?

If a nonprofit meets the tax exempt entity requirements, it is not required to file a BOI report. With the exception of money services business, pooled investment vehicles, and entities assisting a tax exempt entity, entities that are not tax exempt and wholly owned or controlled, either directly or indirectly, by any other exempt entity qualify for BOI reporting exemption.

Are Partnerships who file Form 1065 (Schedule K-3) considered a reporting company?

Any Corporation, LLC, or other entity that was created by the filing of a document with the Secretary of State or other similar office in the USA is required to file a BOI, unless it meets one of the 23 exemptions.

Are General Partnerships that file a Partnership Agreement with the Secretary of State required to file it?

A General Partnership doesn’t usually file with the Secretary of State. The Partnership Agreement is typically used internally and not submitted to state governments. Therefore, the General Partnership would not be required to file a BOI report.

Will single-member LLCs who do not have an EIN need to obtain an EIN in order to file their BOI report?

Yes.

Does a company sold in 2023 have to file?

The company itself, if still active, is required to file a BOI Report, but this report would be required by the new beneficial owners.

Does an SMLLC use their SSN or EIN?

The EIN is required.

How does a Delaware LLC that is owned by an international company and has a single individual owner file?

The beneficial owner is required to be an individual, so the individual who owns the international company, by default, also owns the Delaware LLC and would be the beneficial owner.

I have an S Corporation that owns 100% of another S Corporation. Do both companies file a BOI report?

Yes, both companies would be required to file BOI reports. Beneficial owners are required to be individuals, so whoever owns the owning entity, by default are beneficial owners.

If I have an S Corporation that has remote employees in another state, does the BOI need to file as a foreign entity?

Foreign entity BOI reports are for entities doing business in the USA but not registered here. Only one BOI Report is required for a single entity, regardless of how many foreign qualifications they have.

If my company is registered to do business in multiple states, do I need to file the BOI report for each state?

No. If they are all filed as foreign qualifications, only one BOI Report is required for the domestic state.

If there are two members in an LLC, and one has 1% ownership but all the voting rights, and the other has 99% but no vote, are they both beneficial owners?

Yes.

Is a foreign company one that is registered in a foreign country or operating in another state other than the home state?

In terms of BOIs, a foreign company is registered in another country and outside the USA.

Is a 100% owned subsidiary (S2) of a 100% owned subsidiary (S1) of a company that trades with ADRs (P) exempt based on the parent being publicly traded?

With the exception of money services business, pooled investment vehicle, and entities assisting a tax exempt entity, business entities who are wholly owned or controlled, either directly or indirectly, by any other exempt entity qualify for BOI reporting exemption.

Is a firm with over 20 employees and over $5,000,000 in revenue exempt from the reporting?

To meet the large operating company exemption, the entity must employ more than 20 full-time employees, more than 20 of the full-time employees must be employed in the USA, the entity must have an operating presence at a physical office in the USA, have filed a federal income tax or information return for the previous year demonstrating more than $5,000,000 in gross receipts or sales, report more than $5,000,000 in gross receipts or sales on the entity’s IRS Form 1120 or other equivalent, and the gross receipts or sales amount must remain greater than $5,000,000 after excluding gross receipts or sales from sources outside the USA.

Is renewing a driver’s license a change requiring resubmission?

No, changes requiring reporting would be anything that changes in the report itself, such as a change of beneficial ownership, a change in the name of a beneficial owner, etc.

My synagogue is a New York Corporation. Will it need to file a BOI? If the Board of Trustees changes nearly every year, would we need to resubmit each year?

Unless it meets one of the 23 exemptions, yes a BOI Report would need to be filed once (Initially) and every time a change is made.

What if an LLC has a member that is an IRA? Will the owner of the IRA be the beneficial owner of the company?

Yes, the individual owner of the IRS will be the beneficial owner of the entity filing the BOI.

Are incorporated nonprofits such as section 507 clubs or 501c3 entities required to file?

If the entity meets the tax exempt entity exemption, they are not required to file a BOI. To meet the exemption, they must meet any one of the following criteria:

• It is an organization that is described in section 501(c) of the Internal Revenue Code of 1986 (determined without regard to section 508(a) and exempt from tax under section 501(a).
• It is an organization described in section 501(c) of the Code and was exempt from tax under section 501(a) but lost its tax-exempt status less than 180 days ago.
• It is a political organization, as defined in section 527(e)(1) of the Code, that is exempt from tax under section 527(a). or
• It is a trust, as described in paragraph 1 or 2 of Internal Revenue Code section 4947.

What if a partnership has 20 members with each member owning 5% of the partnership? Are all the members considered beneficial owners?

Beneficial owners are individuals with 25% or more ownership in an entity or an individual who has substantial control over the operations of an entity (meaning they are a senior officer), they have the authority to appoint or remove officers, directors or similar capacity titles, they are an important decision maker, or they have any other form of substantial control over the entity

What if the person does not have any form of ID?

A form of ID is required, it can be a state-issued drivers license, state-issued ID, valid USA passport or valid foreign passport if none of the others are available. If the beneficial owner is a minor, their parent or guardian would be listed on their behalf.

What if the person who originally formed the entity with the Secretary of State is no longer associated with the reporting entity?

The person who originally formed the entity is only required for entities formed on or after 1/1/2024. If your entity was formed prior to this date, the company applicant, or person that formed the entity, is not required to be reported/listed.

Would a company have to fill out the BOI reporting form for every state where they have a location?

No, only one BOI report is required for the domestic state.