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  • Writer's pictureVidal, Nieves & Bauzá LLC

PR State Department Reminds businesses of the need to file FinCEN Beneficial Owner Reports Beginning on 2024

Vol. 41 - December 2023 | ©2023 by Vidal, Nieves & Bauzá, LLC. All rights reserved.



The Corporation´s Division at the Puerto Rico Department of State has been issuing notices reminding users of their online page that, effective January 1, 2024, all domestic and foreign entities registered to do business in Puerto Rico will, with limited exceptions, be required submit information about their beneficial owners directly to the Financial Crimes Enforcement Network of the Department of the Federal Treasury ("FinCen") pursuant to the Corporate Transparency Act adopted by Congress (the “Act”).


APPLICABLE TO WHOM?

The Act mandates certain entities (“Reporting Company”) to submit reports containing beneficial ownership information to FinCEN (“BOI Reports”) within specified timeframes. The BOI Reports must include information about the reporting entity and two distinct groups of individuals: (1) beneficial owners, and (2) company applicants. The Act defines a “beneficial owner” as an individual who exercises substantial control over the entity or owns or controls at least 25% of the ownership interest of the entity. On the other hand, a “company applicant” is an individual who directly submits or bears primary responsibility for filing the document that creates or registers the company.


WHO IS EXEMPTED?

The Act grants exemptions to twenty-three (23) different types of entities from the reporting obligations. Thus, entities meeting the specific criteria found in the Act for any of the following exemptions are not required to submit the BOI Reports to FinCEN.


Reporting Company Exemptions:

  1. Securities reporting issuer

  2. Governmental authority

  3. Banks

  4. Credit unions

  5. Depository institution holding companies

  6. Money services business

  7. Broker or dealer in securities

  8. Securities exchange or clearing agencies

  9. Other Exchange Act registered entities

  10. Investment company or investment adviser

  11. Venture capital fund adviser

  12. Insurance companies

  13. Insurance producers licensed by the state.

  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


WHEN MUST A REPORTING COMPANY FILE?

In accordance with the US Treasury Department Regulations, beginning on January 1, 2024, BOI Reports are required to be electronically submitted through FinCEN's secure filing system, as follows:

  • Reporting companies established or registered before January 1, 2024, must in a timely manner and no later than one (1) year (January 1, 2025), submit to FinCen their initial BOI Report.

  • Reporting companies established or registered on or after January 1, 2024, will be granted a 30-day period following the receipt of notice regarding their company's creation or registration to submit their initial BOI Reports before FinCen.


In the event there is a change in the information of the submitted BOI Report, the Reporting Company must provide FinCEN with a report updating the relevant information within thirty (30) days after the date on which the change occurred.


WHAT INFORMATION MUST BE SUBMITTED?

Beneficial Owner and Applicant information:

  • Full legal name

  • Date of birth

  • Current residential or business address

  • Unique Identifying number from an acceptable non-expired identification document, such as a passport, driver´s license or other government issued ID


It is important to note that only entities organized on or after January 1, 2024, are required to report information regarding an Applicant.

Reporting Company Information:

  • Full legal name

  • Trade name, if any

  • Complete current US address

  • IRS Taxpayer Identification Number (TIN), including an Employer Identification Number (EIN)


PENALTIES FOR NOT COMPLYING WITH ACT

The intentional failure to report an accurate and current BOI Report to FinCEN, or the action of supplying false or fraudulent details, may result in civil and/or criminal penalties of a $500 fine for each day that the violation continues or has not been remedied up to $10,000, imprisonment, or both.


Should you or your company have any questions with respect to the filing of the BOI Report and its general and specific requirements, you may contact the attorneys at Vidal, Nieves & Bauzá, LLC, at info@vnblegal.com a corporate law firm with special emphasis on energy and environmental matters, corporate, tax, transactional, real estate and insurance practices. Feel free to browse our webpage at www.vnblegal.com.


Vidal, Nieves & Bauzá is located at Suite 110, T-Mobile Center.



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