HURRY UP... And Wait?

The 5th Circuit's action on December 26th puts Business Owners in Limbo once again. Here's what you can do.

Prepare to File Your BOIR

While we await updated legal clarity on the Beneficial Ownership Information Reporting (BOIR) requirements, we strongly recommend that you remain fully prepared for compliance. Key steps for you to consider as part of your preparation include the following:

1. Obtain FinCEN IDs for Key Owners – If you haven’t already obtained FinCEN IDs for your entity’s beneficial owners, we suggest you do so. Obtaining a FinCEN ID streamlines reporting and increases privacy for beneficial owners.

2. Want help? – Determine if you will file your BOIR yourself or need professional assistance. The reporting stakes are high, and the law itself is nuanced, especially with increased complexity in the areas of entity legal structuring, ownership and control. Contact us at CTA@freidel.tax for help, or for the DIY’ers read on.

3. Gather and Retain Key Entity Information – The determination of a “Beneficial Owner” considers both persons with direct or indirect ownership or control of more than 25% of an entity, or certain other persons with substantial control over the entity. Before you file, document all ownership and control persons of the business. At a minimum, include org charts, ownership tables, and governing legal documents.

4. Account for Key Complexities – Account for relevant key complexities when preparing your BOIR, including: 

   • Community property rules 

   • Tiered ownership structures 

   • Complex ownership structures (complex capital structures, waterfall equity calculations, etc.) 

   • Series LLCs 

   • Trusts 

   • Ownership or control persons that are unresponsive to data requests 

   • General durable power of attorney

5. Obtain Beneficial Owner Information – Included with each report will be either the FinCEN ID number for each Beneficial Owner, or the following information: 

   • Full legal name 

   • Date of Birth 

   • Residential Address 

   • A unique identifying number from an acceptable identification document (e.g. passport, driver’s license) 

   • An image of the identification document

6. File the BOIR – If you decide to DIY, you can file yourself at https://boiefiling.fincen.gov/. For a second opinion, reach out to CTA@freidel.tax. 

7. Monitor for Developments – We anticipate further developments in upcoming weeks, including FinCEN guidance and possibly changes to the law by a new Congress next year.