The Corporate transparency act applies to all companies (Corporations, LLCs, Partnerships, etc) formed in the any US State. As our company focuses on US companies used as tax free companies (i.e. Offshore Companies), on this blog post we will mainly focus on Foreign Owned US Disregarded Entities formed in Wyoming (A Tax-Free Single Member LLCs owned by a foreigner)
The Corporate Transparency Act came into effect on January 1st, 2024. This means that Wyoming LLCs owner must report the ownership of their LLC.
In the past, Wyoming LLCs were kind of anonymous as the proof of ownership was not shared with a government institution nor with Wyoming’s Secretary of State. Only time ownership information was reported was when the EIN was requested, where the Responsible Party name was shared but not the name of all the members (owners), and on form 5472 if there was transactions to be reported. In either case passport copy / image had to be provided.
Now, information on who those who own and those who control the company is reported.
Who does this requirement apply to?
These requirements apply to all domestic companies formed in the USA (Domestic Reporting Companies) owned by nationals, residents, non resident foreigners, including but not limited to Corporations, Limited Liability Companies, Partnerships, trusts/foundations (in certain cases) etc. and also to foreign entities registered abroad but also registered in the USA as a “foreign entity” (Foreign Reporting Companies), unless these entities are exempt based on their business activity (which we will point out below).
Information to be reported includes:
Beneficial Owner’s Information
To provide their passport information and image (foreigners can only provide their passport information, and not their local ID, unless they have a U.S. identifying document.
Company Information to be reported:
Business Address in the USA.
Organizer’s information. (Company Applicant)
Additionally, companies formed on or after January 1st 2024 need to report the information of their Wyoming LLC organizer. In this case, we would also need to report our information as your entity’s organizer.
This does not apply to companies formed before 01/01/2024
There are two deadline, one is for companies formed before January 1st, 2024 and one for companies formed on or after January 1st, 2024.
Deadline for companies formed before January 1st,2024: these companies will have one year to file, meaning the deadline would be January 1st, 2025.
Deadline for companies formed on or after January 1st, 2024: 90 calendar days from date of formation.
How often do I need to file a Beneficial Ownership Report to FinCEN:
This is not an annual report requirement. This means that you only need to report this once, and update the information once there was been a change.
Where to file
Who can file the report:
This report can be filled by the beneficial owner, and/or by its agent/lawyer/representative.
Who is this information shared with?
This information is not public records so that means this information won’t be found or shared online for the public to obtain. This information can only be shared with other governmental institutions or agencies, and with other governments following certain protocol and requirements.
Is my company exempt from filing a BOI report to the FinCEN?
Only Companies in the following business lines are exempt from filling a FinCEN beneficial ownership information report:
Securities reporting issuer, Governmental authority, Bank, Credit union, Depository institution holding company, Money services business, Broker or dealer in securities, Securities exchange or clearing agency, Other Exchange Act registered entity, Investment company or investment adviser, Venture capital fund adviser, Insurance company, State-licensed insurance producer, Commodity Exchange Act registered entity, Accounting firm, Public utility, Financial market utility, Pooled investment vehicle, Tax-exempt entity, Entity assisting a tax-exempt entity, Large operating company, Subsidiary of certain exempt entities, Inactive entity
Disclaimer: these information contained herein is for information purposes only, and shall not constitute financial, tax, and/or legal advice.