New BOIR Reporting Requirements.

The US government has introduced additional reporting obligations for companies to enhance transparency and prevent financial crimes. This new requirement, effective January 1, 2025, applies to most for-profit entities established under US laws, including those owned by Australian businesses operating in the US.

Failure to comply with this new reporting requirement carries significant penalties. Companies that miss the deadline face fines of $591 USD per day for late filings, with potential civil and criminal penalties for wilful non-compliance.

Understanding Beneficial Ownership Reporting (BOIR)

To fulfill this reporting requirement, companies must accurately determine their beneficial owners. According to the Financial Crimes Enforcement Network (FinCEN), a beneficial owner is any individual who, either directly or indirectly:

1. Exercises substantial control over the reporting company, or

2. Owns or controls at least 25% of the reporting company’s ownership interests.

An individual is considered to have substantial control if they:

• Hold a senior officer position (e.g., CEO, CFO, COO, General Counsel, or similar roles).

• Have the authority to appoint or remove key officers or a majority of the board of directors.

• Are responsible for making important decisions on behalf of the company.

• Otherwise exert significant influence over the company, as detailed in FinCEN’s Small Entity Compliance Guide.

It is important to note that beneficial owners must be individuals, not entities. Additionally, all beneficial owners must verify their identity, with non-US citizens required to provide a valid passport.

Ongoing Reporting Obligations

Unlike tax filings, the Beneficial Ownership Information Report (BOIR) is not an annual requirement. Instead, companies must submit a report whenever there is a change in previously reported information. This includes updates to:

• Company details such as name, address, or ownership structure.

• Beneficial owners’ personal details, including name, address, or identifying information.

Companies have 30 days from the date of a change to submit an updated BOIR to avoid penalties. While Dualis International can assist with filings, companies are responsible for notifying us of any changes that we may not be directly involved in, such as changes to a beneficial owner’s personal information.

How to File a BOIR

Entities must submit their reports to FinCEN electronically, either via a PDF upload or through an online form. Some registered agents may offer filing services, so businesses should confirm whether their registered agent has already completed the filing on their behalf.

How Dualis International Can Help

Dualis International offers comprehensive support for companies navigating this new requirement. Our services include:

• BOIR Lodgement: We offer a fixed-fee service of $400 USD per return.

• Consulting on Beneficial Ownership: We provide expert guidance on identifying the correct beneficial owners, with consulting rates ranging from $180-$450 USD.

For more information, visit our FAQ page or reach out to our team. Ensuring compliance with these new regulations is crucial to avoiding penalties and maintaining seamless business operations in the US.