Beneficial Ownership Information Report

Yes, for a limited scope engagement.  We will be acting as the attorney for your company in preparing and filing the BOI report, and in helping you interpret how the Reporting Rule applies to your company and beneficial owners.  Our law firm is governed by the ethical rules of the State Bar of Arizona, and our advice is based on applicable federal law only.  You will agree to the terms of our Engagement Letter when you purchase the Package, and a copy of our Engagement Letter will be sent to you via email for your files.

You don’t have to file a BOI Report if you (a) are a sole proprietor that doesn’t have a registered LLC or corporation; (b) a foreign company that is not registered to do business in the United States; or (c) if your company falls into one of these categories: 

1. Securities reporting issuer
2. Governmental authority
3. Bank
4. Credit union
5. Depository institution holding company 
6. Money services business
7. Broker or dealer in securities
8. Securities exchange or clearing agency
9. Other Exchange Act registered company 
10. Investment company or investment advisor
11. Venture capital fund adviser
12. Insurance company
13. State-licensed insurance producer
14. Commodity Exchange Act registered entity
15. Accounting Firm
16. Public utility
17. Financial market utility
18. Pooled investment vehicle
19. Tax-exempt entity
20. Entity assisting a tax-exempt entity
21. Large operating company
22. Subsidiary of certain exempt entities
23. Inactive entity

Partially.  If, after you submit your information, we determine that your company is exempt from filing, we will issue a refund of the amount you’ve paid, minus a nonrefundable $250 fee.

The definition of "beneficial owners" is more expansive than the legal owners of the entity.  Beneficial Owners include: 

• an equity owner holding 25% or more equity interests; 
• senior officers such as CEO, COO, and CFO; 
• convertible noteholders, even if their interests have not converted into equity;
• important decision-makers; and
• other parties who have "substantial control" over the entity.

Because this law is targeted at who the individuals are that benefit from or have substantial control over the entity, holding companies and other entities that are in the chain of title will be disregarded for purposes of determining who the "beneficial owners" are. 

If it turns out that you have more beneficial owners than you’ve paid for we will invoice you for the additional fee prior to filing the BOI report.

You will not receive a refund if it turns out that you have fewer beneficial owners than you’ve paid for, so err on the side of under-estimating! (It still requires our legal expertise to determine if individuals are BOs, even if the answer is no.) 

The BOI Report will list information about the reporting company, such as its principal address and federal tax ID (EIN). It will also include the name, address, date of birth, and photos of a government-issued ID such as a drivers' lincense or passport for each beneficial owner.  

The BOI Report will be available for submission beginning on January 1, 2024.  All pre-existing companies that are in existence before January 1, 2024, will have one year to file their BOI Report.  New companies formed after January 1, 2024 have 90 days after formation to file the BOI Report.  New companies formed after January 1, 2025 will have 30 days after formation to file the BOI Report.  

You can file the BOI Report yourself online, and there’s no filing fee.  But if you decide to file it yourself, be sure you fully read the rules (here) so that you don’t unintentionally break them. And…if you want the peace of mind of having it handled, with a lawyer to guide you–well, that’s why we’re here!

Yes!  S-corps just refers to a tax status that is applicable to LLCs or corporations.  Regardless of how your entity is taxed, if you have a legal entity like an LLC or a corporation, you are required to file a BOI Report (unless you fall into one of the 23 exceptions). 

Yes!  Even single-member LLCs are required to file.   

Yes!  This law is targeted at understanding who the individuals behind holding companies are.  Even if your entity is owned by another entity, you will be required to file a BOI Report for each of your entities, and disclose who the ultimate individuals are that own and control the holding company.  This is exactly why we think many business owners will need assistance from a business attorney to interpret and comply with the new law. 

Thankfully, no! You do not have to file a BOI Report annually, however you do have to update your BOI Report every time the info on the Report changes.  That means any time there's a change in ownership, or you get a new CEO, or one of the Beneficial Owners' addresses or drivers' license is updated—you WILL have to file an updated BOI Report.