Written by Henry Glick and legally reviewed by Amber Sheppard

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UPDATE AS OF 12/04/2024: A federal court has issued an injunction on this so the deadline to file has been suspended. If a court decides it is invalid, then a new deadline will be issued.

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Our current paralegal and 3L at Loyola University School of Law, Henry Glick, explains what a Beneficial Ownership Information Report is and how to file it. Fortunately for all of us, he does it without making anyone fall asleep.

Henry’s work was legally reviewed and edited by me. Tubbs spent her time snoring on my office couch. Needless to say, she strong-pawed me into giving her credit anyway.

-         Amber and Tubbs

What Is a BOI Report?

The Corporate Transparency Act was a piece of legislation signed into law in 2021 as part of the annual National Defense Authorization Act. Its purpose is to aid law enforcement agencies in combatting money laundering schemes and financing illegal activities.

Now, regardless of the state law where your small business was formed, anonymity is discarded, and shell companies are effectively null and void.

To remain in compliance, a business must file a Beneficial Ownership Information Report (BOI) with the Financial Crimes Enforcement Network (FinCEN) within the applicable deadline period.

Failure to remain in compliance can result in civil penalties of $500 per day (adjusted for inflation, currently $593) of noncompliance and criminal penalties of 2 years imprisonment and a $10,000 fine.

Information You Will Need When Filing a Louisiana BOI Report

• Member names;
• Birthdays;
• Address; and
• Identifying number and issuer from either a     non-expired U.S. driver’s license, a non-expired U.S. passport, or a     non-expired identification document issued by a State (including a U.S.     territory or possession), local government, or Indian tribe.
• A non-expired foreign passport can be used if none of     those documents exist. An image of the document must also be     submitted. 

Deadlines

If your Picayune small business or Slidell small business was formed before 01/01/24, you have until 01/01/25 to file your BOI with FinCEN.

If your business was formed on or after 01/01/24, you have 90 days after the initial filing with the respective secretary of state to file your BOI with FinCEN. Any subsequent changes to the status of Beneficial Owners are subject to the same deadlines.

Who Must Report in a BOI Filing?

Any formal business entity that files formation documents with the secretary of state must file a report. There are some limited (26) exceptions, but these exempted entities typically operate under a heavily regulated framework to begin with. You probably don’t fall into an exception.

This means that Corporations, LLCs, limited partnerships, etc., all must file a BOI. Additionally, anytime a change is made regarding who the beneficial owners of the entity are, an updated BOI report will need to be filed with FinCEN.

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Who is a Beneficial Owner for a BOI Report?

A Beneficial Owner is someone who either:

• Exercises substantial control over the company; OR
• Owns 25% or more of ownership interest in the company

A person who exercises substantial control over the company can be:

• Senior officer;
• A person with appointment or removal power of the senior officers;
• Anyone who makes decisions about Business, Finance, or Structure; or
• Generally anyone who has substantial influence within the company.

A 25% ownership interest is determined by equity, capital accounts, convertible instruments, or even the holder of an option contract. However, any legal or financial instrument that is indicative of ownership interest in the company can satisfy this requirement.

If a person meets any of the requirements above, they are a Beneficial Owner and must be listed on the BOI Report.

How Do You File a Louisiana BOI Report?

Reporting is pretty easy for a small business owner.

Filing begins over yonder at https://boiefiling.fincen.gov

Need a Louisiana BOI Report Lawyer?

You don’t even need a lawyer to file your BOI Report. Praise be! But, Sheppard Law clients have the option of Amber filing this post-small business creation or handling it themselves.

FinCEN has a robust FAQ section you can find here. If you are confused about anything, you can likely find an answer there. Of course, if you are still confused, email or call us, and Amber can help you through this process in a paid consult.

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Sheppard Law is a Slidell small business law firm, but Amber works with small businesses across Louisiana and Mississippi.

She can help you with:

•  Small business general counsel‍
• Small business plan creation or review
•  Trademark registration viability ‍
• Precursory patent protection viability (we have a team of trusted St. Tammany Parish and Jefferson Parish patent attorneys as well as Hinds County and Harrison County patent attorneys we work with)
• Patent and trademark counseling
• Louisiana trademark application filings
• Mississippi trademark application filings
• Federal trademark application filings with USPTO
• Creating and reviewing confidentiality agreements to protect Picayune small businesses
• Estate planning like adult adoptions, wills, adoptions, and stepfamily succession planning‍
• Determining if your Picayune small business worker is an employee or contractor‍
• Helping craft EEOC and ADA small business applications and interview questions

Reach out for a paid consultation or to receive our intellectual property law firm Slidell-based pricing sheets here or intake@ambersheppardlaw.com.

You can always call or text at 985-326-1656.

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Follow Sheppard Law Online

 We are easy to find on Facebook and Instagram- type in @sheppardlawllc to watch goofy videos sprinkled with legal tidbits. Tubbs even has her own Facebook fan club.

Henry Glick’s Other Articles:

·      Cognovit Clauses in Louisiana

·      Can My Louisiana Small Business Get a Patent and Trademark For the Same Product

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This blog was originally published on 12/02/2024. © Sheppard Law PLLC, 2024-present.

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