Speaker 1: Hello, my name is Phil Lam, and I'm with the Financial Crimes Enforcement Network. I'm here today to talk to you about Beneficial Ownership Information Report and talk through some of the recently asked questions, as well as walk through the web form itself. As you may be aware, the Corporate Transparency Act was passed in 2021, requiring many companies that do business in the United States to report their beneficial ownership information. And this is the basic information about who the actual people are that own and control that to the United States government. This is a very important step in stopping the flow of illicit funds that hurt law-abiding small businesses, as well as protecting our economic and national security from bad actors. We have developed a variety of resources for companies to learn more about this rule and to file online with us. You can find all these resources on our website at vincent.gov slash EOA. For the purposes of this presentation, I'm going to walk through the major questions that companies have regarding complying to this new law. This is also the same structure that we have around our Small Entity Compliance Guidance that's also available at vincent.gov slash EOA. So the first question many companies have are whether or not they have to report. The way that we define companies that need to report are in two ways. Whether they're a domestic reporting company or a company created here in the U.S. And that's a company that has been created by filing with the Secretary of State or similar office. We also have foreign reporting companies. So these are companies that are formed outside the United States and that come here to register to do business in the United States by filing with a document with the Secretary of State or similar office. There are some exempt companies and some exempt entities, but we'll talk about those later. So who is an actual beneficial owner of a company? We define beneficial owners as those who actually own 25% or more of the reporting company or have substantial control or those that have the ability to make changes, make big decisions on behalf. Regarding owners, so these include ownership interests and our threshold for that is 25% ownership interest of the reporting company. Regarding substantial control, this talks about you can be a beneficial owner if you are a senior officer. So think about your C-suite or executive leadership team. These are individuals that can remove other officers or considered important decision makers and that they have the ability to make substantial decisions on behalf of a reporting entity. Once again, our Small Entity Compliance Guide gets a lot deeper into what is substantial control and what are beneficial owners, as well as some checklists to think through ownership interests, things like that. Our third big question is, does my company have to report company applicants? So a company applicant is the individual who actually filed the documents that created the reporting company. This is not the individual that is necessarily filing your beneficial ownership information report. This is the person that helped create the whole entity itself. And so this is only required for companies that have been created in this calendar year, 2024 and later. If your company was created before 2024, you do not have to provide your company applicant data. So what information do you actually have to provide? You need to provide your legal name, so from a company perspective, the legal name of the company, advise you take a look at the formation filing that you made with your state. We prefer the exact name of the company as it was created there, as well as any doing business as names. Your whole address and the formation state that you were formed or registered in, depending if you were a domestic or foreign entity, as well as your taxpayer identification number. So once again, for the company's set of data, we need the full name, address, where it was formed, and the taxpayer identification number, likely it will be your employer identification number or EIN. Or if you are a foreign, an international company, perhaps you do business here, your foreign tax identity. Now what information do you need to provide as a potential beneficial owner or company applicant? We require your name, your date of birth, the address, and the identification number from a government issued ID, as well as an image of that photo ID. So you'll need to upload the image of the photo ID, the number, attach that photo ID, and of course your name, date of birth, and address. We have also developed what will be called a FinCEN identifier, and this is a feature for beneficial owners as well as reporting companies that perhaps have many files to report. They are owners of many companies. So you can apply for a FinCEN identifier so that you provide this information to us one time. We'll return to you a 12-digit code that is your FinCEN ID, so that instead of filling out your personal information over and over and over again, if you have many filings to do, just provide us that FinCEN ID in each of your filings. That's a way that perhaps eases your filing process. So deadlines. When do you have to file? If your company existed or created before this calendar year, before 2024, you have this entire year up to January 1st. So that includes January 1st. So you could file on the year's date. Don't do it, but you could to meet the deadline. For existing reporting companies, those are companies created before 2024. If you were created this year, you have 90 days from when the Secretary of State notified you that your registration or creation was affected. So if I started a company a week ago, I have 90 days from when I received notice from that state to file my beneficial ownership application. If you created your company five years ago, ten years ago, or in 2023, you have this entire year to file before your deadline is up. When and how can you file your report? You can file with us directly at FinCEN.gov. It's off of our government website. It is a secure way to file. It is free to file. We encourage you all to file on time with all the information that you need to gather beforehand. You can also sign up for updates from us. That is also on our website that I'll float to shortly. So that you can see if there's any new guidance that's coming out, if there's any notifications from us. That will be via our FinCEN Update newsletter. So what happens if there's a change? Or if you notice that, oh hey, I goofed here. I need to update this. It's not quite right. Please, we encourage you to provide an accurate report. If you do notice you made an error, updated reports or inaccuracies, we allow 30 calendar days to perform that with us. Updated reports, so if you're, let's say, you had a name change or your address changed or your government issued ID has been reissued and we have a new number, new government issued ID number, that would be an updated report. And those we do within 30 calendar days. Also, if you, if there's a new beneficial owner, or there's perhaps a change in beneficial auction, that would also trigger a need for an updated beneficial ownership information report. You'd come to us and file an updated report and I'll go over that. Once again, if you notice there's something that was inaccurate, that's okay. Please update that within 30 calendar days of when you've realized that there was an inaccuracy. We encourage you all to make sure that the reports are as accurate as possible. Now, what happens if you miss your deadline? We know that small businesses in particular are very busy and that you're working your hardest to comply with all the federal laws that you have to date in addition to this new one. So, we know that this is a new requirement. Throughout this year, we've been focused on making sure everyone is aware of this requirement so that you can comply. Now, if you need to correct or mistake, or correct a mistake, please do so. And you can avoid being penalized if you do so in time. However, if you do not meet these requirements, if you willfully disregard them, that you may face criminal and civil penalties. Once again, we have our website, fincid.gov. There's a lot of information there, a lot of new FAQs, and please sign up for updates from us. So, I'm going to flip over to the website now. So, here is our website, fincid.gov. You can see that it's structured in two major sections around preparing yourself to file. And that's where you can think through, okay, how do I do it? Do I actually just file? Am I accepted or not? And then the other side is actually performing the filing. I talked a bit about FinCEN updates. Here is where you would subscribe to FinCEN updates, and this is a web form that you can stay informed with us. And then on the left as well, if you have any specific questions, this is how you would contact us via a web form as well. Here, when you fill this out, if you would like for us to call you back, please put your phone number here and let us know that you would like a callback in the message, and we'll do our best to give you a callback. Now, I'm going to talk a little bit about our FAQ page. So, a lot of our guidance we've been issuing through our frequently asked questions. We have, I think, over 100 now. We've also translated them into other languages. So, if you click here, you can see all of our FAQs translated into many languages that you can download and review. But I'm going to hop into two specific questions that have come up recently. So, one question that's being asked is, does a company have to report its beneficial ownership information if the company ceased to exist? So, if you closed your business before January 1st, 2024, do you have to report? Now, if the business closed and permanently closed, and this is normally done by filing a Certificate of Dissolution with your Secretary of State, then if you did that before January 1st, 2024, then you do not have to file. So, we've determined that if you permanently closed your company before this rule went into effect was January 1st, then you don't need to file. Now, many companies just administratively dissolve. So, in other words, companies can either not renew their membership or their registration with the state, but they can come back and reestablish their company. That is not permanently dissolved. And so, if your company could be reinstated because it was administratively dissolved before this year, then you would be a reporting company, and you would have to go through and figure out, do I have to report? Take a look at the exceptions. But you would be considered a reporting company that may have to file if you only administratively dissolved. This will depend on your state. So, I would take a look at your jurisdiction of formation. But really, this is for entities that are permanently dissolved. They would not have to file. The other question we've been getting lately is, if you registered or created the company in 2024, would you very quickly cease to exist and file your termination papers or your certificate of dissolution? Do you still have to report? The answer is yes. So, if your company was created within 2024 for any period of time, then you would be a reporting company. Take a look at the exceptions. But you would be considered a reporting company if very anybody would have to report. So, these are some of the frequently asked questions we get. We do update these on a periodic basis. You can see that we'll tell you when we issued them. And once again, if you subscribe to FinCENTA Updates, you'll be notified immediately when these get pushed out into our app. So, now I'm going to hop over to the filing itself, just to walk through that briefly. So, I'm back on the website of the homepage for FinCENTA.gov slash BOI. On the right-hand side, you can see here is where you would file and the link to our BOI e-filing system. So, clicking here, you now are entering our filing system webpage. There's also some help you can get here with some direct step-by-step filing instructions. But I'm going to jump right into filing a beneficial partnership application. There's a couple ways you can file with us. They're all online. One is downloading a PDF, where you can then sort of enter the information at your leisure, attach documents to the PDF. When you're done with it, submit it to us. The other way is filing directly online with us in this web session. I'm going to go through that real quick. So, now, once again, you're on a government system. This is our secure system for filing. You would now agree that you understand what that means and that by accessing the system, you're on a full government system with auditing. So, this is the form itself. The first part of this is determining what are you filing. Is it an initial report? Or, as I talked about before, are you correcting a prior report, updating, or you're declaring that you're now exempt? I could talk too much about this. But let's say we're doing an initial report. Autofill when this report goes through. Take a look at the Privacy Act. And then you go to the next step. This is where the reporting company information comes in. Once again, please report the full and exact legal name here, including your Doing Business As names. You select the tax identification type. For the vast majority of you, this would be an EIN, but it could be an SSN, depending on whether or not you applied for an EIN, as well as the jurisdiction that you formed, which is your state or territory. The address, and that's it for the company information. You would then move to a company applicant information, where you'd first look at, did my company originate before 2024? If it did, you would check this box, and then all this other information gets disabled. You don't have to fill this out. Otherwise, leave it unchecked. And then you would fill out the individual that actually filed the origination papers to create the company here. Last name, first name, date of birth, address. You would select the document type. So this would be a state-issued ID, like a driver's license, passport, or foreign. You put the number. And then here, you would choose from a folder to upload your document image. So this is where folks sometimes get stuck. It's good to make sure you collect this information beforehand, so that you can sort of drag it here or choose from where you save that information here. You would then move to your beneficial owners, and you would fill out the same information for the beneficial owners. So the last name, first name, date of birth, address, the identification type, number, and then upload. It's the same as the company applicant. If you have more than one beneficial owner, there's a button here to add a beneficial owner. So if you now have a beneficial owner, one, two, you can add more, and you can remove them if you'd like. But this is where you would put your beneficial information in. And that's it. You would submit by providing us with an email. You'd confirm it with your first and last, and certify that you're completing this to the best of your knowledge, that it's true, correct, and complete. When you submit this, you will get a receipt via this email address, so please put one that you can receive emails to, that you've completed the report, and then you would submit. It'll take a minute, maybe less, for it to fully process and come through. At the end of it, there will be an approval, or it will tell you if there was an error. If it's been approved, we recommend taking a screenshot. Once again, we will email you a confirmation, but still, it'd be good to take a screenshot of it just to confirm your record, and then, if there's any reason to come back to it, you have it ready. But thank you so much for your time. Once again, please come to FinCEN.gov slash BOI. All the information is there to file. Thanks.