​

What.

​

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) now requires all companies to disclose the personal information of their owners as part of the Corporate Transparency Act of 2021.

​

Why.

​

The purpose is mainly anti-money laundering. Requiring the personal information of the owners of a company is expected to reveal those involved in money laundering, financing of terrorism, tax fraud, and other illegal acts that could be concealed by anonymous or "shell" companies.

​

Who.

​

If your business is a corporation or LLC registered with the Secretary of State, you are required to file a BOI report unless you qualify for an exemption.

​

There are 23 exemption categories; most are for entities that are already subject to similar state or federal regulation. If you are reading this, it is unlikely your business is exempt.

​

1. Securities reporting issuer

2. Governmental authority

3. Bank

4. Credit union

5. Depository institution holding company

6. Money services business registered with FinCEN under 31 U.S.C. 5330

7. Broker or dealer in securities

8. Securities exchange or clearing agency

9. Other Exchange Act registered entity

10. Investment company or investment adviser as defined in Sec. 202 of the Investment Advisers Act of 1940, and (B) registered with the SEC under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

11. Venture capital fund adviser (A) is described in section 203(l) of the Investment Advisers Act of 1940, and (B) has filed Item 10, Schedule A, and Schedule B of Part 1A of Form ADV, or any successor thereto, with the SEC.

12. Insurance company 

13. State-licensed insurance producer that is authorized by a State and subject to supervision by the insurance commissioner or a similar official or agency of a State, and (B) has an operating presence at a physical office within the United States.

14. Commodity Exchange Act registered entity

15. Accounting firm registered in accordance with Sec. 102 of the Sarbanes-Oxley Act of 2002.

16. Public utility

17. Financial market utility

18. Pooled investment vehicle

19. Tax-exempt entity

20. Entity assisting a tax-exempt entity

21. Large operating company

22. Subsidiary of certain exempt entities

23. Inactive entity
 

​

How.

​

​

 

​