In addition to filing an initial beneficial ownership information report with the Financial Crimes Enforcement Network (FinCEN), reporting companies must also update and correct information in their previously filed beneficial ownership information reports. Individuals who obtain FinCEN identifiers must also update and correct information previously reported to FinCEN.

This article discusses what to do when there are changes to or inaccuracies in reported information after an initial beneficial ownership report is filed.

An Introduction to Beneficial Ownership Information Reporting to the Financial Crimes Enforcement Network under the Corporate Transparency Act

The Corporate Transparency Act requires most business entities with a presence in the United States to report beneficial ownership information to FinCEN via a federal government secure network to assist FinCEN financial intelligence units in matters of national security such as money laundering, financing terrorism, tax evasion, and other financial crimes. Similar to the reporting requirements of the Bank Secrecy Act, the Corporate Transparency Act puts the burden of providing information to a federal register directly on small businesses.

What is Beneficial Ownership Information Reporting?

As discussed in depth in this linked article, Beneficial Ownership Information Reporting is a compliance process that requires reporting companies to report accurate and current information about the individuals who own, control, or reap significant benefits from the reporting company (known as beneficial owners) to the Financial Crimes Enforcement Network (FinCEN). The purpose of this reporting is to enhance transparency and assist authorities in combating financial crimes such as money laundering and fraud.

What is a Reporting Company for Beneficial Ownership Information Reporting?

All business structures, both domestic and foreign, that were formed by a filing with a governmental authority and have a presence in the United States are deemed a reporting company unless it qualifies for one of the twenty-three exemptions from reporting company status discussed in this linked article.

What Specific Information Do Reporting Companies Need to Provide?

As discussed in depth in this linked article about the specific information needed to report beneficial ownership information to FinCEN, there are three categories for purposes of Beneficial Ownership Information Reporting.

Information About the Reporting Company

For FinCEN Beneficial Ownership Information Reporting, the reporting company should be prepared to provide the following information about the reporting company:

1. The full legal name of the reporting company;
2. All trade names, fictitious business names, and d/b/a names used by the reporting company;
3. The complete and current address of the principal place of business of the reporting company in the United States (unless the principal place of business of the reporting company is not in the United States, in which case the complete and current address that is the primary location in the United States where the reporting company conducts business);
4. The state, tribal, or foreign jurisdiction of formation (or the state or tribal jurisdiction of first registration for a foreign reporting company); and
5. Internal Revenue Service Employer Identification Number (EIN) or Taxpayer Identification Number (TIN) (a foreign reporting company that has not been issued an EIN or TIN must report a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction).

Internal Revenue Service Employer Identification Number (EIN) or Taxpayer Identification Number (TIN) (a foreign reporting company that has not been issued an EIN or TIN must report a tax identification number issued by a foreign jurisdiction and the name of such jurisdiction).

Note that a reporting company must update this information within thirty (30) days of such change.

Information About Beneficial Owners

For FinCEN Beneficial Ownership Information Reporting, the reporting company should be prepared to provide the following information about each beneficial owner:

1. The full legal name of each beneficial owner;
2. The date of birth of each beneficial owner;
3. The complete and current residential street address of each beneficial owner (this address is not required to be in the United States);
4. A unique identifying number and issuing jurisdiction from, and image of, one of the following non-expired documents for each beneficial owner:
   (a) United States passport;
   (b) State driver’s license;
   (c) Identification document issued by a state, local government, or tribe;
   (d) If an individual does not have any of the previous documents, a foreign passport may be used.

If an individual beneficial owner has obtained a FinCEN identifier and provided it to a reporting company, the reporting company may include such FinCEN identifier in its report instead of the information required about the individual.

Note that a reporting company must update this beneficial owner and beneficial ownership information within thirty (30) days of such change.

Information About Company Applicants

For FinCEN Beneficial Ownership Information Reporting, the reporting company should be prepared to provide the following information about each company applicant:

1. The full legal name of each company applicant;
2. The date of birth of each company applicant;
3. The complete and current residential street address of each company applicant other than company applicants who form or register a company in the course of this business, in which case the business street address may be reported (this address is not required to be in the United States);
4. A unique identifying number and issuing jurisdiction from, and image of, one of the following non-expired documents for each beneficial owner:
   (a) United States passport;
   (b) State driver’s license;
   (c) Identification document issued by a state, local government, or tribe;
   (d) If an individual does not have any of the previous documents, a foreign passport may be used.

If an individual company applicant has obtained a FinCEN identifier and provided it to a reporting company, the reporting company may include such FinCEN identifier in its report instead of the information required about the individual.

Note that a reporting company does not need to update changed company applicant information.

What to Do When Previously Reported Information Changes

If there is any change to the required information about a reporting company or its beneficial owners in a previously filed beneficial ownership report, the reporting company must file an updated Beneficial Ownership Information Report no later than thirty (30) days after the date on which the change occurred. The same 30-day timeline applies to changes in information submitted by an individual to obtain a FinCEN identifier. A reporting company is not required to file an updated report for any changes to previously reported personal information about a company applicant.

Like initial Beneficial Ownership Information Reports, updated Beneficial Ownership Information Reports should be filed electronically through the secure network.

The following are some examples of changes that would require an updated Beneficial Ownership Information Report.

Changed Information About the Reporting Company that Requires an Updated Beneficial Ownership Information Report

• Any change to the legal name of the business;
• Any change to the tradenames, fictitious business names, and d/b/a names used;
• Any change of address for the principal place of business;
• Any change in the jurisdiction of the reporting company occurs (e.g., interstate conversion, redomestication, etc.) or any change in the business structure (e.g., interspecies conversion, interspecies merger, etc.);
• Any change to the EIN, TIN, or foreign equivalent reported; or
• Any change to any other information previously reported.

Changed Information About Beneficial Owner that Requires an Updated Beneficial Ownership Information Report

1. Any name change of a beneficial owner;
2. The death of a beneficial owner;
3. Any change of residential street address;
4. Any change to the unique identifying number or issuing jurisdiction, such as a change passport number, receiving a driver’s license from a new state or receiving a new driver’s license number, any changed information on an identification document issued by a state, local government, or tribe;
5. Any change to the beneficial owners following the issuance of a new ownership interest, a secondhand sale of ownership interests, or otherwise a change of the identity of those with substantial control;
6. Any change to the members of the board of directors;
7. Any change to the appointed officers, such as a Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary, etc.

Special Rules for the Death of a Beneficial Owner

When a beneficial owner dies, resulting in changes to the beneficial ownership information to report that change must be filed within thirty (30) days of when the estate of the deceased beneficial owner is settled. The updated report should, to the extent appropriate, identify any new beneficial owners.

Special Rules for Changed Identifying Document

If a beneficial owner obtained a new driver’s license or other identifying document that includes the changed name, address, or identifying number, the reporting company also would have to file an updated beneficial ownership information report with FinCEN, including an image of the new identifying document.

Special Rules for Minor Children Reaching the Age of Majority

Keep in mind the update requirement related to the special reporting rule for a minor child. When a beneficial owner that was a minor child reaches the age of majority, you must file an updated Beneficial Ownership Information Report, identifying the individual as a beneficial owner and, if warranted, replacing the information of their parent or legal guardian with their own.

No Filing To Report Termination or Dissolution of a Reporting Company

There is no requirement to report the termination or dissolution of a reporting company.

What to Do When Previously Reported Information Was Inaccurate

If an inaccuracy is identified in a Beneficial Ownership Information Report filed by a reporting company, the reporting company must correct the inaccuracy no later than thirty (30) days after the date the reporting company became aware of the inaccuracy or had reason to know of it. This includes any inaccuracy in the required information provided about a reporting company, its beneficial owners, or its company applicants.

Any inaccuracies in information submitted by an individual to obtain a FinCEN identifier must also be corrected within thirty (30) days of becoming aware of the inaccuracy or having reason to know of it.

There are no penalties for filing an inaccurate Beneficial Ownership Information Report provided it is corrected within ninety (90) calendar days of when it was filed.

Corrected BOI reports should be filed electronically through the secure filing system.

What to Do When a Reporting Company Becomes Exempt After Already Filing a Report

If a reporting company filed a Beneficial Ownership Information Report and later qualifies for an exemption from the reporting requirements, the reporting company should file an updated Beneficial Ownership Information Report to indicate that it is newly exempt from the reporting requirements.

Updated Beneficial Ownership Reports should be filed electronically through the secure filing system.

An updated Beneficial Ownership Information report for a newly exempt entity will only require that:

1. The entity identifies itself; and
2. Check a box noting its newly exempt status.

Contact San Diego Corporate Law for Guidance on Beneficial Ownership Information Reporting

At San Diego Corporate Law, our experienced attorneys are prepared to handle all aspects of Beneficial Ownership Information Reporting to ensure your reporting requirements are met accurately and timely, keeping your business compliant. Schedule a consultation to let us take care of your Beneficial Ownership Information Reporting with confidence.