This is our third and final post in a three-post series regarding the Financial Crimes Enforcement Network’s (FinCEN’s) recently issued Beneficiary Ownership Reporting Rule. The new rule will go into effect on January 1, 2024.

Our first post focused on the new reporting rule in general. Our second post went into detail on which entities are subject to FinCEN’s new rule. The following will look at what specific information a reporting company must report.

Reporting Company, Beneficial Owners, and Company Applicants

The new Reporting Rule mandates that certain business entities file beneficial ownership information (BOI) reports to FinCEN. These reports are sometimes referred to as “BOI reports.”

The reports are to contain identification information about the reporting company, its beneficial owners, and company applicants. Some definitions here are helpful:

• A reporting company is the company or business entity that is responsible for filing a BOI report.
• A beneficial owner is an individual who owns or controls at least 25% of the reporting company or has substantial control over the company.
• A company applicant is an individual who directly files or is primarily responsible for the filing of the document that creates or registers the reporting company.

Information for the Reporting Company

Information that a reporting company must report about itself includes:

• The reporting company’s full legal name and any trade name or “doing business as” name,
• A complete current address of the company,
• The state or foreign jurisdiction of formation or registration of the reporting company, and
• The IRS Taxpayer Identification Number (TIN) (including an Employer Identification Number) of the reporting company.

Information for Beneficial Owners and Company Applicants

For each beneficial owner and company applicant, the applicable reporting company must submit to FinCEN the individual’s:

• Full legal name,
• Date of birth,
• Complete current address (in the case of a company applicant, a business address may be used, in all other cases a residential address must be used), and
• A unique identifying number from an acceptable identification document, as well as copies of such documents.

Note that in lieu of acceptable identification documentation, an individual or company who is required to provide information to a reporting company may provide a unique identifier assigned by FinCEN (FinCEN Identifier). A FinCEN Identifier is a unique number issued by FinCEN to an individual or entity upon request that can be used for reporting purposes.

Putting It All Together

It can get confusing when trying to understand what information must get reported to FinCEN, so let’s consider an example.

Assume you are the managing member for the Washington LLC, Jones Construction, LLC. You have one employee who provides administrative assistance. The assistant originally filed your LLC’s formation documents with the Secretary of State and is responsible for filing annual reports with the same agency.

Here, you would have three parties responsible for providing reporting information. First, Jones Construction, LLC, as the reporting company, would have to report its:

• Name,
• Address,
• State of registration, which is Washington, and
• TIN.

Second, you, as the beneficial owner of the LLC, would have to report your:

• Name,
• Date of birth,
• Address, and
• Identifying number (for example, a social security number or a FinCEN identifier).

Third, the administrative assistant, as a company applicant, would have to report his/her:

• Name,
• Date of birth,
• Address, and
• Identifying number (for example, a social security number or a FinCEN identifier).

Are There Resources to Learn More?

Yes. We recommend the following:

• More information regarding the Reporting Rule can be found at fincen.gov/boi.
• FinCEN has issued some FAQs on specific issues and topics. You can find them here: fincen.gov/boi-faqs.

Still More Questions?

Foundry Law Group Is Here to Help!

The attorneys at Foundry Law Group have years of experience in helping businesses form, manage, and protect themselves from risks and concerns. Our team follows the latest developments affecting our clients’ operations, and we apply that knowledge as we build proactive strategies for long-term solutions. We are always here to help so make sure to contact our talented team now!