Beneficial Ownership Information - Update

The following message is from James DiFrancesco (CPA) regarding recent changes in the Beneficial Ownership Information filing requirements for corporations and LLCs. - Judy

Good morning, please see below for a message from James DiFrancesco regarding recent developments in BOI filing requirements.

The below applies to corporations and LLCs, please disregard if not applicable. If you have already filed your corporation or LLCs BOI, please disregard.

 

Hello all. I hope your holidays are going well. I wanted to send this email out before the end of the year since to the government has changed its mind again about these pesky BOI’s. Let me explain.

Briefly, BOI stands for Beneficial Ownership Information report. If you own a corporation, LLC, limited partnership or any other entity that gives you legal protection, you were required to file a BOI with FinCEN (Financial Crimes Enforcement Network) by December 31, 2024 unless your company has an exemption. There are ten or so exemptions and they are listed below.

Now starts the confusion. On December 3^rd, 2024, a Federal court in Texas put a temporary injunction in place which halted the BOI filing requirement. The on December 23^rd, a Federal Appellate court overrode the December 3^rd ruling, so the BOI filing requirement is back in place with a two-week deadline extension. You now have until January 13^th, 2025, rather than December 31^st, 2024 to file your BOI.

There is yet one more wrinkle in this BOI saga. It’s presumed that President Elect Trump is going to want to abolish the BOI filing requirement when he gets into office! Unfortunately, he will get in after the BOI deadline of January 13^th, 2025. So, what is one to do? The BOI is easy to do. We are suggesting that you file the BOI for your company. You can do it yourself by going to https://fincen.gov/boi. There you’ll find simple instructions on how to do it. If you’d like us to do it, please let us know.

Exemptions:

There are several exemptions from Beneficial Ownership Information (BOI) reporting, including:

• Large operating companies: Companies with more than 20 full-time employees in the U.S., over $5 million in gross receipts, and a physical office in the U.S. 
• Inactive entities: Companies that were established before January 1, 2020, are not active, are entirely owned domestically, and have had no ownership changes or transactions in the last year 
• Subsidiaries of exempt entities: Subsidiaries that are entirely owned or controlled by certain exempt entities 
• Tax-exempt entities: Entities that are tax-exempt under the Internal Revenue Code
• Entities assisting tax-exempt entities: Entities that provide financial assistance to or have governance rights over tax-exempt entities
• Securities reporting issuers: Securities reporting issuers
• Governmental authorities: Governmental authorities
• Banks, credit unions, and depository institution holding companies: Banks, credit unions, and depository institution holding companies.

 

Other entities that are exempt from BOI reporting include: 

• Money transmitter businesses
• Securities brokers and dealers
• Securities exchanges and clearing agencies
• Investment companies and advisers
• Venture capital fund advisers
• Insurance companies
• State-licensed insurance producers
• Commodity Exchange Act registered entities
• Public accounting firms
• Public utilities

Thank you,

James DiFrancesco, CPA

James DiFrancesco & Associates, P.C.

4405 Directors Row

Houston, TX  77092

Phone: 713 523-4270

Fax: 713 522-5273