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BOI

Everything you need to know about The Corporate Transparency Act (CTA) and Beneficial Ownership Information (BOI) Reporting

On January 1, 2024, the Corporate Transparency Act (CTA) went into effect requiring millions of entities operating in the United States to report their Beneficial Ownership Information (BOI).  The Corporate Transparency Act requires reporting organizations to submit BOI to the Financial Crimes Enforcement Network (FinCEN) and to notify the agency of any changes to the information that they reported as they occur.

Vcorp created a streamlined BOI compliance solution

  1. Take the BOI Quiz to determine if your organization must file a BOI report. Click here to take our BOI Quiz
  2. If you determine from the quiz that your organization must file a BOI report, Click here to get started or email Vcorp at Requests@Vcorpservices.com if you have questions.
  3. Once an order is submitted the beneficial owner(s) will be emailed a link to our BOI portal in order to securely enter their required personal information.
  4. Vcorp can file any changes or amendments to your BOI report.

Vcorp stands ready to handle all your BOI reporting needs!

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Understanding the Corporate Transparency Act

Under the Corporate Transparency Act, entities will be required to file a detailed report with information about the beneficial owners and the individuals who have substantial control of the company. Failure to comply can result in significant penalties, including imprisonment, and fines of up to $500 per day for both the company and the individuals involved.

A domestic reporting company created before January 1, 2024, must file its initial BOI report by January 1, 2025. A domestic reporting company created on or after January 1, 2024, and before January 1, 2025, must file a report within 90 calendar days of the date on which it receives actual or public notice that its creation has become effective.  A domestic reporting company created on or after January 1, 2025 must file a report within 30 calendar days of the date on which it receives actual or public notice that its creation has become effective.

A “Reporting Company” is a domestic or foreign corporation, limited liability company, or similar entity that was either formed or registered to do business in any state or jurisdiction by filing a document with a secretary of state or other similar office and which does not qualify for an exemption.

For reporting purposes, a beneficial owner is any individual who, directly or indirectly, exercises substantial control over the reporting company or owns or controls at least 25% of the ownership interests of the reporting company.

What Information is required for the reporting company?

The report must set forth the reporting company’s (1) full legal name, (2) any trade or “doing business as” names, (3) complete current street address of the principal place of business, (4) jurisdiction of formation, and (5) taxpayer identification number.

What information must be reported for each of the beneficial owners and applicants?

The report must set forth their (1) full legal name, (2) date of birth, (3) complete current residential street address (except in the case of a company applicant who forms or registers an entity in the course of the company applicant’s business, who has to provide the street address of the business), (4) unique identifying number and the issuing jurisdiction from either a current (i) U.S. passport, (ii) state or local ID document, (iii) driver’s license, or (iv) if the individual has none of those, a foreign passport, and (5) an image of the document from which the unique identifying number was obtained.

Corporate Transparency Act Exemptions

While many businesses must comply with the Beneficial Ownership Reporting requirements laid out by the CTA, specific exemptions relieve certain organizations from filing. There are 23 types of entities that are exempt from reporting:

  1. Securities reporting issuer
  2. Governmental authority
  3. Bank
  4. Credit union
  5. Depository institution holding company
  6. Money Services Businesses (Money transmitting and money services businesses registered with FinCEN)
  7. Broker or dealer in securities
  8. Securities exchange or clearing agency
  9. Other Exchange Act registered entity
  10. Investment company or investment adviser
  11. Venture capital fund adviser
  12. Insurance Company (An insurance company as defined by the Investment Company Act of 1940)
  13. State-licensed insurance producer
  1. Commodity Exchange Act registered sentity
  2. Accounting Firm (Public accounting firms registered under the Sarbanes-Oxley Act (2002)
  3. Public utility
  4. Financial market utility
  5. Pooled Investment vehicle (A pooled investment vehicle is an entity with multiple investors, with an adviser making investments on behalf of said investors)
  6. Tax-exempt entity (These entities must meet requirements under the Internal Revenue Code Section 501(c)(3)
  7. Entity assisting a tax-exempt entity
  8. Large operating company
  9. Subsidiary of certain exempt entities, including those described in exemptions 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, or 21 above
  10. Inactive entity

If you have further questions or would like to speak to one of our experts, please contact us at requests@vcorpservices.com

FAQs

BOI FAQs

A domestic reporting company created before January 1, 2024 or an entity that became a foreign reporting company before January 1, 2024, must file a report not later than January 1, 2025.
Any domestic reporting company or foreign reporting company created on or after January 1, 2024, must file a report within 90 calendar days of either receiving actual notice that its creation has become effective or the Secretary of State or similar office first providing public notice it’s been created, such as through a publicly accessible registry, whichever occurs first.
The final FinCEN rule defines a beneficial owner as follows: “the term “beneficial owner,” with respect to a reporting company, means any individual who, directly or indirectly, either exercises substantial control over such reporting company or owns or controls at least 25 percent of the ownership interests of such reporting company.
Beneficial Ownership Information reports must be filed by domestic reporting companies and foreign reporting companies. A domestic reporting company is defined as an entity that is a corporation, LLC or other entity created by the filing of a document with a secretary of state or similar office under the laws of a state or Indian tribe. A foreign reporting company is an entity that is a corporation, LLC, or other entity created 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 similar office under the law of a state or Indian tribe.
Every LLC, single or multiple member, has to file a BOI report unless it qualifies for one of the 23 exemptions. There is no exemption for single member LLCs among the 23 exemptions.
After the initial BOI report is filed, an updated BOI report is required only upon a change in the information reported about the company or its beneficial owners. Domestic reporting companies do not report information about the states where they have registered to do business. Foreign reporting companies only report information about which state was the first state where they registered to do business.
The report must set forth the reporting company’s (1) full legal name, (2) any trade or “doing business as” names, (3) complete current street address of the principal place of business, (4) jurisdiction of formation, and (5) taxpayer identification number.
FAQs

Security FAQs

As your beneficial ownership information reporting partner, we are committed to safeguarding your sensitive information required in reporting to FinCEN. Our platform provides:

All data `at rest` is encrypted and decrypted using 256-bit AES encryption with RSA 2048-bit keys, one of the strongest block ciphers available, and is FIPS 140-2 compliant. All communication to the storage resources happens on an internal network where communication is encrypted using the highest supported standard with TLS 1.2 using at least AES 128 bit Cipher suites at a minimum.
All communication is encrypted using TLS 1.3 or TLS 1.2 with at least an AES 128-bit cipher depending on the capabilities of the client web browsers accessing the system. All inbound traffic is protected with an advanced Web Application Firewall which will detect and prevent malicious activities including Denial of Service attempts.
All data is being processed on isolated systems which are continuously monitored with threat detections systems to prevent malicious activity and supply chain attacks.
The identity provider solution used in our Beneficial Ownership platform is the OpenId Connect (OIDC) authentication protocol. All credentials that are stored have their sensitive information hashed using the PBKDF2 hashing algorithm with 27500 iterations. Certain identities will be passed in through OpenID connect identity brokering and will inherit the security settings from the source identity provider.
All elements of the solution are managed with a state of the art Cloud Security Platform which provides Security Posture Management, Workload Protection and Infrastructure Entitlement Management to continuously monitor, alert and resolve any potential security risk.