On January 1, 2024, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020 and its annual National Defense Authorization Act. Every entity that meets the definition of a “reporting company” under the CTA and does not qualify for an exemption must file a beneficial ownership information report (a “BOI Report”) with the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). Reporting companies include any entity that is created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe (this includes corporations, LLCs, and limited partnerships).
In most circumstances, a reporting company only has to file an initial BOI Report to comply with the CTA’s reporting requirements. However, when the required information reported by an individual or reporting company changes after a BOI Report has been filed or when either discovers that the reported information is inaccurate, the individual or reporting company must update or correct the reporting information.
Deadline: If an updated BOI Report is required, the reporting company has 30 calendar days after the change to file an updated report.
What triggers an updated BOI Report? There is no materiality threshold as to what warrants an updated report. According to FinCEN, any change to the required information about the reporting company or its beneficial owners in its BOI Report triggers a responsibility to file an updated BOI Report.
Some examples that trigger an updated BOI Report:
- Any change to the information reported for the reporting company, such as registering a new DBA, new principal place of business, or change in legal name.
- A change in the beneficial owners exercising substantial control over the reporting company, such as a new CEO, a sale (whether as a result of a new equity issuance or transfer of equity) that changes who meets the ownership interest threshold of 25%, or the death of a beneficial owner listed in the BOI Report.
- Any change to any listed beneficial owner’s name, address, or unique identifying number provided in a BOI report.
- Any other change to existing ownership information that was previously listed in the BOI Report.
Below is a reminder of the information report on the BOI report:
- (1) For a reporting company, any change to the following information triggers an updated report:
- Full legal name;
- Any trade or “doing business as” name;
- A complete current address (cannot be a post office box);
- The state, territory, possession, tribal or foreign jurisdiction of formation; and
TIN.
- (2) For the beneficial owners and company applicants, any change to the following information triggers an updated report:
- Full legal name of the individual;
- Date of the birth of the individual;
- A complete current address;
- A unique identifying number and the issuing jurisdiction from one of the following non-expired documents; and
- An image of the document.
It is important to note that if a beneficial owner or company applicant has a FinCEN ID and any change is made to the required information for either individual, then such individuals are responsible for updating their information with FinCEN directly. This is not the responsibility of the reporting company
