What is the Corporate Transparency Act (CTA)? 

The Corporate Transparency Act was enacted to protect consumers from shell companies involved in money laundering, terrorism, and other illegal activity. 

What is a Beneficial Ownership Information (BOI) Report?

Businesses that meet certain criteria must submit a Beneficial Ownership Information (BOI) Report to the Financial Crimes Enforcement Network (FinCEN), which provides details of the individuals associated with the reporting business.

Who needs to submit a BOI Report?

If your business is a corporation, limited liability company (LLC) or other similar entity formed in a US state, or in a foreign country and registered to do business in the US, you’re required to submit a BOI report.

There are several exceptions:

• Businesses that employ more than 20 employees on a full-time basis in the US, have filed federal income tax returns showing more than $5,000,000 in gross receipts or sales in the previous year, and have an operating presence at a physical office within the United States.
• Corporations, limited liability companies (LLC) or other similar entities in existence for over one year that are not engaged in active business, are not owned by a foreign person, have not experienced any changes in ownership in the preceding 12-month period or sent or received funds in an amount greater than $1,000, and do not hold any other type of asset.
• Banks.
• Federal or state credit unions.
• Securities or savings and loan holding companies.
• Investment companies registered through the SEC.
• Public accounting firms.
• Non-profit entities.

Who does Beneficial Ownership Information (BOI) apply to?

BOI applies to individuals who exercise substantial control over their business or owns or controls at least 25% of their business.

This applies to individuals who are involved in these capacities either directly or indirectly, through any contract, arrangement, understanding or relationship.

There are several exceptions, including:

• A minor child, if the information of the child’s parent or guardian is reported.
• A person acting as a nominee, intermediatory, custodian or agent on behalf of someone else.
• A person acting solely as an employee of the entity and whose control over or economic benefits from such entity is derived solely from the employment status of the person.
• Someone whose only interest is through right of inheritance.
• Creditors, unless the creditor exercises substantial control over the entity or owns or controls at least 25% of the business.

What information will be reported in my BOI Report?

The BOI Report includes:

• Full legal name
• Date of birth
• Current residential or business street address
• Identifying number from an acceptable identification document (passport, driver’s license, or other government-issued ID)

You are required to report all beneficial owners and up to two company applicants. However, you are not required to report company applicants if your business was formed before January 1, 2024.

When does my BOI Report need to be submitted?

If you formed your business before January 1, 2024, you must file your initial report by January 1, 2025.

Businesses formed during the 2024 calendar year must submit their initial report within 90 days of when day articles of organization/incorporation were filed.

If there is a change in ownership after you report, you’ll have to submit an updated report no later than one year after the date of the change.

Who has access to my BOI Report?

Your BOI Report is confidential, unless:

• The FinCEN receives a request from a federal agency engaged in national security, intelligence, or law enforcement activity.
• The FinCEN receives a request from a state, local, or tribal law enforcement agency to seek information in a criminal or civil investigation.
• The FinCEN receives a request from a federal agency on behalf of a foreign agency, judge or prosecutor.
• The FinCEN receives a request from a financial institution, subject to customer due diligence requirements, with the consent of the reporting business.
• The FinCEN receives a request from a federal functional regulatory agency if the agency is authorized by law, uses the information solely as authorized, and enters into an agreement with the Secretary of the Treasury, and adheres to appropriate safekeeping of information protocols.

What if I violate the CTA reporting provisions?

• Civil penalties up to $500 for each day the violation continues or has not been remedied.
• Criminal penalties include imprisonment for up to two years and fines up to $10,000.

Where can I find out more about the CTA and BOI Report?

To find out more about the Corporate Transparency Act and get guidance on how to fill out your Beneficial Ownership Information Report, these resources can help:

FinCEN’s Small Entity Compliance Guide 

Wisconsin Department of Financial Institutions’ announcement

BOI E-Filing System (includes a guide on how to complete your BOI Report)