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USA Company 2023 Beneficial Owner Act


Date：2024/01/01

Beneficial Ownership Information Reporting Requirements Small Entity Compliance Guide, December 2023-Version 1.1, 2023

The regulations and specifications for Beneficial Ownership Information Reporting Requirements in USA, as outlined in the Small Entity Compliance Guide (December 2023-Version 1.1) announcement, are summarized below:

**Filing Deadlines:** P.42 (5.1)

  1. Companies created or registered before January 1, 2024, have until January 1, 2025, to submit their initial Beneficial Ownership Information (BOI) reports.
  2. Companies created or registered between January 1, 2024, and January 1, 2025, must file their initial BOI reports within 90 calendar days of receiving notice of their creation or registration.
  3. Companies created or registered on or after January 1, 2025, must file their initial BOI reports within 30 calendar days of notice of their creation or registration.

**Filing updated reports requirements:** P.52 (6.1)

  1. 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.
  2. A reporting company is not required to file an updated report for any changes to previously reported personal information about a company applicant.

**Reporting Company Applicants:** P.33 (3.1)

A reporting company must report its company applicants if it falls under either of the following categories:

  1. Domestic reporting company created on or after January 1, 2024; or
  2. Foreign reporting company first registered to do business in the United States on or after January 1, 2024.

Exemption from Reporting: A reporting company is not obligated to report its company applicants if it meets either of the following criteria:

  1. Domestic reporting company created before January 1, 2024; OR
  2. Foreign reporting company first registered to do business in the United States before January 1, 2024.

**Beneficial Owner Definition:** P.16 (2.0)

A beneficial owner is an individual who, either directly or indirectly:

  1. Exercises substantial control over a reporting company; OR
  2. Owns or controls at least 25 percent of the ownership interests of a reporting company.

**Enforcement and Penalties:** P.15 (1.3)

  1. Safe Harbor Provision: If a person voluntarily corrects inaccurate information in a FinCEN report within 90 days of the original deadline, they are granted a safe harbor from penalties.
  2. Penalties for Willful Failure: Willfully failing to report accurate information may result in civil penalties of up to $500 per day of violation or criminal penalties, including imprisonment for up to two years and/or a fine of up to $10,000.
  3. Accountability of Senior Officers: Senior officers of an entity failing to file a required Beneficial Ownership Information (BOI) report may be held accountable for the failure.
  4. Penalties for Causing Non-compliance: Individuals may face civil and/or criminal penalties for willfully causing a company not to file a required BOI report or for providing incomplete or false beneficial ownership information to FinCEN.

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