Beneficial Ownership Information (BOI) Reporting: Resources and Guidance
As we’ve communicated across our FICPA platforms for months, the Corporate Transparency Act (CTA) mandates that entities now must report their beneficial ownership information (BOI) to the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN), effective Jan. 1, 2024.
The deadlines for reporting companies are as follows according to a final rule issued on Nov. 29, 2023:
Reporting companies created or registered in 2024 will have 90 calendar days from the date of receiving actual or public notice of their creation or registration becoming effective to file their initial reports.
Reporting companies created or registered before January 1, 2024, will continue to have until January 1, 2025, to file their initial BOI reports with FinCEN, and reporting companies created or registered on or after January 1, 2025, will continue to have 30 calendar days to file their initial BOI reports with FinCEN.
Many FICPA member firms will have to file their own BOI report to FinCEN in 2024, and all practitioners will need to decide whether to perform this same service on behalf of their clients.
The assets below are meant to help assist you in navigating this new challenge. We will continue to update this page as additional guidance becomes available.
Quick Links to FinCEN Resources
- BOI Landing Page
- Frequently Asked Questions
- E-Filing System
- Small Business Resources
- BOI Newsroom
- Reference Materials
Latest Updates
AICPA Guidance During Appeals Process
In a statement after the federal court opinion ruling the CTA unconstitutional, the AICPA said that small businesses should continue to file BOI reports. The statement also said that the AICPA continues to push for suspension of the BOI reporting rule.
AICPA Podcast: Clearing up BOI Confusion
March 14, 2024
Melanie Lauridsen, the Vice President of Tax Policy & Advocacy at the AICPA, was a guest on the latest episode of the Journal of Accountancy podcast, offering the latest updates on BOI reporting in light of the ongoing legal fight over the constitutionality of the CTA.
Listen to the podcast for more on:
- Recent developments related to BOI reporting – who has to file reports and who doesn't.
- Why BOI reporting often falls to tax practitioners.
- The differences between BOI requirements and the customer due diligence rule.
Decision Holding Corporate Transparency Act Unconstitutional Appealed
March 14, 2024
The U.S. Department of Justice (DOJ) appealed a federal court decision that held the Corporate Transparency Act (CTA), P.L. 116-283, which requires the reporting of beneficial ownership information (BOI) by businesses, is unconstitutional.
On Monday, the DOJ filed its appeal of the March 1 decision by a federal district court in Alabama to grant the plaintiffs' motion for summary judgment regarding the constitutionality of the law in the case of National Small Business United v. Yellen, No. 5:22-cv-1448-LCB (N.D. Ala. 3/1/24).
Federal Court Holds Corporate Transparency Act Unconstitutional
March 5, 2024
On Friday, March 1, a federal district court in Alabama held that the Corporate Transparency Act (CTA), P.L. 116-283, which requires the reporting of beneficial ownership information (BOI) by businesses, is unconstitutional.
The district court granted the plaintiffs' motion for summary judgment Friday in the case of National Small Business United v. Yellen, No. 5:22-cv-1448-LCB (N.D. Ala. 3/1/24). One plaintiff, the National Small Business Association, has more than 65,000 members.
Sample Engagement Letter From CNA
Feb. 19, 2024
This sample engagement letter from AICPA Member Insurance Program underwriter CNA contains illustrative language CPA firms may use as a reference point for letters of their own. The letter should not be construed as legal advice or legal opinion on any factual situation.
Review the sample letter embedded below and read more from the AICPA and CNA here.
CNA Guidance and AICPA Town Hall
Feb. 7, 2024
As covered by the AICPA Journal of Accountancy on Feb. 6, 2024:
The AICPA's member insurance program underwriter provided reassuring news to at least 25,000 U.S. accounting firms last week when it said its professional liability insurance coverage generally includes client work associated with beneficial ownership information (BOI) reporting.
CNA said in a statement last week that its professional liability policies generally will cover professional services associated with the Corporate Transparency Act, subject to policy terms, conditions, and exclusions.
...
Practitioners have expressed concerns that some BOI work might be considered the unauthorized practice of law. Each individual state bar determines what is the unauthorized practice of law, and none has said that BOI work would constitute the unauthorized practice of law, Melancon said.
In addition, there's "pretty strong evidence that that's probably not going to be the outcome," AICPA & CIMA CEO Barry Melancon said Thursday during the biweekly AICPA Town Hall.
You can read CNA's guidance here:
And watch the Town Hall segment, beginning at 22:45, here:
Asset Archive
CEO Conversations: Aon Risk Consultant Nicole Graham
In late December, we were pleased to welcome Aon risk consultant Nicole Graham to a BOI-focused episode of CEO Conversations.
Nicole joined FICPA President & CEO Shelly Weir to explain the CTA, specific insurance ramifications related to BOI, the unauthorized practice of law and what CPAs can do to mitigate their own exposure.
We highly encourage you to learn from this conversation with Nicole.
Risk Alert: More Reading from Aon
If you watched the conversation above and are looking for more details, this Risk Alert from Aon and the AICPA Member Insurance Program provides even more detailed information on the Corporate Transparency Act and some of the potential professional liability ramifications to CPAs.
All CPA firms are encouraged to read this Risk Alert to gain a general understanding of the Act and potential professional liability risks related to it, and if necessary, to engage their own attorney for tailored advice.
Unauthorized Practice of Law
The FICPA has been in contact with the Florida Bar, requesting guidance on whether a CPA’s filing of a BOI report on behalf of a client may be considered an unauthorized practice of law, as mentioned in both the interview and article linked above.
At this time, it is unlikely that an official position will be issued on the matter for at least one year - if not longer.
As we continue to work through what is a fluid situation, the AICPA is advising that CPA firms “consider updating their engagement letters, organizers and checklists to clearly state whether services related to the CTA are included.”
Tax Section Odyssey Podcast
Tune in to this Dec. 20, 2023, episode of the AICPA and CIMA's Tax Section Odyssey podcast to hear from Melanie Lauridsen, Vice President, Tax Policy & Advocacy, AICPA and CIMA, Roger Harris, President and COO, Padgett Business Services; and Larry Gray, Owner, Alfermann Gray & Co LLC, on the latest with regards to BOI reporting. In 30 minutes, you'll hear:
- Background on BOI reporting (0:57).
- Professional risks associated with completing BOI reports for clients (1:50).
- Advice for CPAs considering an engagement (3:58).
- Roger’s take on the unauthorized practice of law (UPL) (5:32).
- Larry’s view on how he’s handling this UPL (7:33).
- How to communicate to clients about BOI reporting (11:00).
- Recommendations on managing risks (13:51).
- How to relay changes that would impact reports to clients (16:40).
- FAQs from fellow practitioners (19:02).
- Final thoughts (25:13).
AICPA FAQ Sheet
In addition to the FAQ document embedded below, the AICPA has set up its own BOI webpage, with links to guidance and tools, news and articles, past AICPA advocacy efforts and more.