Notice: Our office does not file and cannot provide information about beneficial ownership/CTA. For more information, contact FinCEN or your own legal counsel.

December 2024 Update from FinCEN: Due to a federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports. The federal court order has been appealed and may change. Contact FinCEN or counsel for more up-to-date information on this case. 

 

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As of January 1, 2024, certain types of corporations, limited liability companies, and other similar entities doing business in the United States must report information about their beneficial owners—the persons who ultimately own or control the company—to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). These new reporting requirements were created under the Federal Corporate Transparency Act to strengthen the integrity of the U.S. financial system by making it harder for illicit actors to use shell companies to launder their money or hide assets. Additional information about the reporting requirements is available at FinCEN.gov/BOI. Subscribe to FinCEN Updates for future guidance documents.

FinCEN’s BOI webpage provides:  

• a Small Entity Compliance Guide;
• answers to Frequently Asked Questions;
• a video demonstration of how to file BOI; and more.

 

Alert: FinCEN has been notified of recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act. The fraudulent correspondence may be titled "Important Compliance Notice" and asks the recipient to click on a URL or to scan a QR code. Those e-mails or letters are fraudulent. FinCEN does not send unsolicited requests. Please do not respond to these fraudulent messages, or click on any links or scan any QR codes within them.

 

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Do I Need to Report?

 

Most businesses in Minnesota are small businesses that may need to file. So will many foreign businesses registered to do business in the U.S. However, there are some exceptions. 

 

The following 23 types of entities are exempt from the new reporting requirement:

• Inactive entity
• Securities reporting issuer
• Governmental authority
• Bank
• Credit union
• Depository institution holding company
• Money services business
• Broker or dealer in securities
• Securities exchange or clearing agency
• Other Exchange Act registered entity
• Investment company or investment adviser
• Venture capital fund adviser
• Insurance company
• State-licensed insurance producer
• Commodity Exchange Act registered entity
• Accounting firm
• Public utility
• Financial market utility
• Pooled investment vehicle
• Tax-exempt entity
• Entity assisting a tax-exempt entity
• Large operating company
• Subsidiary of certain exempt entities

 

FinCEN’s Small Entity Compliance Guide includes checklists for each of the 23 exemptions that may help determine whether a company meets an exemption (see Chapter 1.2, “Is my company exempt from the reporting requirements?”). Companies should carefully review the qualifying criteria before concluding that they are exempt.  

 

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How and When to Report

 

Reporting companies can report beneficial ownership information electronically through FinCEN's BOI E-Filing System. 

• If your company was created or registered before January 1, 2024, you will have until January 1, 2025, to report BOI.
• If your company is created or registered on or after January 1, 2024, you must report BOI within 90 days of notice of creation or registration. Beginning in 2025, that reporting window is 30 days.
• Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days.

 

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For more information, visit FinCEN's website, view FinCEN's Frequently Asked Questions (FAQs), or contact FinCEN.