Does the Corporate Transparency Act Require Annual Updates?

In 2021, the Corporate Transparency Act was passed, requiring most corporations and LLCs to file information about their “beneficial owners” with the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury.

Starting on January 1, 2024, certain newly formed or previously registered companies in the U.S. will have 90 days to report Beneficial Ownership Information (BOI), giving names, addresses, dates of birth and other identity information for the company and its owners.

The Corporate Transparency Act does not require annual filings like your company's annual report with the Secretary of State.

If there is any change to the required information about your company or its beneficial owners in a BOI report that your company filed, your company must file an updated BOI report no later than 30 days after the date on which the change occurred.

The same 30-day timeline applies to changes in information submitted by an individual in order to obtain a FinCEN identifier. A reporting company is not required to file an updated report for any changes to previously reported personal information about a company applicant.

The following are some examples of changes that would require an updated BOI report:

• Any change to the information reported for the reporting company, such as registering a new DBA or trade name.

• A change in beneficial owners, such as a new Chief Executive Officer, a sale that changes who meets the ownership interest threshold of 25 percent, or the death of a beneficial owner. Note: When a beneficial owner dies, resulting in changes to the reporting company’s beneficial owners, report those changes within 30 days of when the deceased beneficial owner’s estate is settled.

• Any change to a beneficial owner’s name, address, or unique identifying number provided in a BOI report.

• If a beneficial owner obtained a new driver’s license or other identifying document that includes the changed name, address, or identifying number, the reporting company also would have to file an updated Beneficial Ownership Information (BOI) report with FinCEN, including an image of the new identifying document.

• When a beneficial owner that was a minor child reaches the age of majority, you must file an updated BOI report, identifying the individual as a beneficial owner and, if warranted, replacing their parent or legal guardian’s information with their own.

If an inaccuracy is identified in a BOI report that your company filed, your company must correct it no later than 30 days after the date your company became aware of the inaccuracy or had reason to know of it. This includes any inaccuracy in the required information provided about your company, its beneficial owners, or its company applicants.

There are no penalties for filing an inaccurate BOI report provided it is corrected within 90 calendar days of when it was filed.

Here is the link to the system to update information in Beneficial Ownership Information (BOI) (BOI).

Here is the Small Entity Compliance Guide  from FinCEN.

Legal Direction is not currently assisting companies in filing BOI reports.