All right, I see it is the top of the hour, but for those of you just joining, welcome to today's webinar, Beneficial Ownership Information Presented by Financial Crimes Enforcement Network or FinCEN. We're glad you're joining us today. My name is Michael Smith and I am a Stakeholder Liaison with the Internal Revenue Service, and I'll be your moderator for today's webinar, which is slated for approximately 60 minutes. Again, we hope you won't experience any technology issues, but if you do, this next slide should show helpful tips and reminders. I'm just going to give that a second to catch up. Let's see. So we've posted a technical help document that you can download from our Materials section on the left side of your screen and it provides the minimum system requirements for viewing the webinar along with some best practices and quick solutions. If you completed and passed your system check and you're still having problems, then try one of the following options. Number one, close the screen where you're viewing the webinar and re-launch it, or number two, click on Settings on your browser viewing screen and select HLS. You should have received today's PowerPoint in a reminder email, but if not, nothing to worry about, you can download it by clicking on the Materials dropdown arrow on the left side of your screen. You should be able to see where that is on this slide. To receive our survey at the end of the presentation, you need to have your pop up blocker disabled. So we've included several technical documents that describe how you can disable pop up blockers based on the browser you're using in that Materials tab. Closed captioning is also available for today's webinar. If you're having trouble hearing the audio through your computer speakers, please click the closed captioning drop down arrow and you can find it on the left side of your screen and closed captioning will be available throughout the webinar. If you have a topic specific question today, then please submit it by clicking the Ask Question drop down arrow to reveal a text box. Type your question in the text box and be sure to click the Send button so that our presenters get it. Now, one very important note, please do not enter any sensitive or taxpayer specific information in the question box. All right. Again, welcome and thank you everyone for joining us for today's Webinar and before we move along with our session, let me just make sure everybody's in the right place. Okay, it looks like we are on the right slide and today's webinar is Beneficial Ownership Information Presented by Financial Crimes Enforcement Network. And this webinar is scheduled for approximately 60 minutes from the top of the hour. And next I'd like to introduce today's speaker. Thank you, Mike. This is David King from FinCEN. Can you hear me okay? Oh, yep, coming through. Clear, David and I apologize. I was just waiting for your slide to come up. But let me read your introduction so the audience gets to know you here. So, audience, we're joined by David King and David serves as FinCEN's Guidance and Outreach Director for Beneficial Ownership, having started in the Policy Division's Regulatory Rulemaking section. And in these roles, he has worked in a variety of areas relating to the implementation of the Corporate Transparency Act. Previously, he served as a Senior Advisor on the Economic Crimes Team at Treasury's Office of Technical Assistance. He oversaw projects to develop and enhance the work of foreign FIUs, regulators, supervisors, law enforcement investigators and prosecutors engaged in AML and CFT. And prior to that, he worked as Financial Crime Compliance Consultant, providing advisory services to financial institutions on AML and sanction compliance issues. So with that, David, I will hand it over to you. Thank you, Mike. I appreciate the introduction, and I realize immediately that there's a number of acronyms in there that may not be familiar to people. So just as an initial start, AML refers to Anti Money Laundering. Before we get into the presentation, I wanted to say thank you to Mike and Terry and the rest of the team at IRS for hosting us today. We really appreciate the opportunity to reach your audience, and thank you to everybody who's joined today's session to listen in. We hope that it will be very informative and hopefully demystify the process of understanding your requirements under the Beneficial Ownership Information Reporting Regulations. What we will be doing on today's presentation is providing a little bit of brief background on the Corporate Transparency Act and why the regulations exist. And then we will dive into the reporting requirements themselves. I will lay out some of the resources that FinCEN has produced to help companies understand the requirements and how to apply them to their situation. And we will look at who has to report, what is a beneficial owner, who is a company applicant, what information companies need to file about themselves and the individuals associated with them. We will cover what a FinCEN Identifier is and how it can be used. We will look at the deadlines, when people need to file. We will also look at how and where the filing can happen. And finally, we will talk about how to update a report if the information within it has changed or has been found to be inaccurate. Once we finish the presentation, we'll also use the slides to show you what the reporting form itself looks like. And I'll talk a little bit about how to use our website. And then we should have some time at the end for Q&A. So, Mike, if there's nothing else from your end, I will dive right in. Sounds good, David. Go right ahead. Fabulous. Thank you so much. So if we could just go back to the first slide. What is the Corporate Transparency Act? A little bit of brief background here. So the Corporate Transparency Act and what I refer to for the rest of this presentation as the CTA, was a bipartisan piece of legislation passed by Congress in 2021 with large majorities in both houses, I would add, that requires many companies that are doing business in the United States to report their Beneficial Ownership Information to the US government. And we will cover in detail what we mean by Beneficial Ownership Information, or BOI, but broadly it refers to information about the individuals who own or control companies. The part of the US Government that is implementing the CTA and receiving these reports is the Financial Crimes Enforcement Network, also known as FinCEN, which is a bureau of the Treasury Department and, as Mike said, that is where I work as the Guidance and Outreach Director for Beneficial Ownership. The purpose of the legislation and its implementing regulation is to crack down on, colloquially what we would call dirty money or illicit funds, the proceeds of crime which enter the US financial system and in doing so hurt law abiding small businesses, negatively impact our economic and national security. And so the purpose of this law is, through transparency, to create a more level economic playing field and also to crack down on the proceeds of crime and those who benefit from such proceeds. Can we go to the next slide, please? Throughout this presentation, I will refer back to products which have been created and exist on the FinCEN website. I will highlight right now that that website address which is on this slide is FinCEN.gov/boi and on that website you will find our Small Entity Compliance Guide, our Frequently Asked Questions page, video explainers, demonstrations of how to use the filing portal, and a number of other resources in addition. The regulation went into effect on January 1st of this year, so January 1st of 2024. And many companies operating in the United States will need to report this information either now or fairly soon, and we will cover the deadlines in just a moment. Next slide, please. The information contained in the rest of this presentation is also available in the aforementioned Small Entity Compliance Guide, which also comes with much greater detail, including checklists and graphical explanations about certain more complicated situations. I believe the IRS is also making this presentation that we're using here today available for anybody who's participating in this event, but even if you did not get a copy, all of the information is available on our website. So the first thing we need to understand is, does my company have to report its beneficial owners? Or to put it another way, which companies are impacted by this regulation? Next slide, please. There are two types of companies that are impacted by this regulation. For the vast majority of people on this call and for the vast majority of businesses that are impacted, it will be the domestic reporting company and that is a company or a legal entity that is created by the filing of a document with a Secretary of State or similar office. So, for example, most corporations or limited liability companies, LLCs, will be created by the filing of a document with a Secretary of State or similar office and therefore be considered a domestic reporting company. Similarly, a much smaller group of companies will be considered foreign reporting companies, and those would be other types of legal entities that are formed under the laws of a foreign jurisdiction but are registered to do business in the United States, again, by the filing of the document with the Secretary of State or similar office. And I do want to reinforce this because I see already we have a lot of questions and I imagine based on having done a number of other similar events, that a lot of questions that we receive are about how to understand whether a company needs to file a report. At its most basic, the regulation applies to companies that are created by the filing of a document with a Secretary of State or similar office. If the legal entity was not created by the filing of a document with a Secretary of State or similar office, or if it's foreign, if it was not registered through such a mechanism, then it is not a reporting company and is not impacted by this regulation. So some number of sole proprietorships and certain types of trusts are created through other mechanisms and do not need to file BOI reports. Terry, I hear some beeps on the line. Did you need me to stop or is that okay? Yeah, that's probably just some background noise. Nothing to worry about, David, you can continue. Thank you. Once we have established whether a company is or is not a reporting company, and we have, let's presume, established that the company is a reporting company, we can then look to see if one of the 23 exemptions written into the law apply that means that the company does also not need to file a BOI report. The exemptions apply mostly to companies that operate in heavily regulated industries such as banks or credit unions, certain public accountancy groups, as well as certain types of tax exempt entities and certain companies which are considered large operating companies, as well as certain types of inactive entities. I'm sure there are a large number of questions about how these exemptions apply. We will talk about that a little later in the presentation. In addition, I wanted to reinforce here early on the Small Entity Compliance Guide, which again is available at FinCEN.gov/boi and I should also add, available in multiple languages, lays out each of the 23 exemptions with a simple yes and no checklist to understand if the exemption does or does not apply to any particular type of company. So if your questions are not answered during this presentation, and realistically looking at the number of questions, I think it's unlikely we'll have a chance to get to all of them in the time we have available, I do strongly recommend looking at the Small Entity Compliance Guide if you have further questions around the exemptions. Next slide please. So once we have established that we are a reporting company and do need to file a BOI report, the next question is to establish who are the beneficial owners of the company. There are two types of beneficial owners. The first is any individual, and I do want to stress here an individual, because we will come back to that in a moment why it's important, so any individual who directly or indirectly owns or controls at least 25% of the ownership interests of a reporting company. And you may well be asking, what is an ownership interest? As you'll see on the right hand side of the slide, ownership interests include, for example, equity, stock, voting rights, convertible instruments, options and privileges, and other similar types of instruments or mechanisms that are used to establish ownership. The other type of beneficial owner is any individual who exercises substantial control over a reporting company, and in a moment we'll talk a little bit more about what we mean by substantial control. Before we do that, I again wanted to refer back to the Small Entity Compliance Guide and say that establishing ownership interests for most, maybe even many, businesses is a simple matter, but for some businesses there is more complexity, including, for example, if ownership interests are held through other companies or trust arrangements or other similar types of situations. The Small Entity Compliance Guide provides a number of graphics and checklists and examples to explain how to apply this principle to the individual situations of most companies. There is also on the Frequently Asked Questions page, a great deal more information about how to understand ownership interests in certain more unique or nuanced situations. There are also some small exceptions to the definition of beneficial owner, and those include a minor child, a nominee, intermediary or custodian, an employee or an inheritor and or creditor. If you think that those exceptions may apply to your situation, at the risk of repeating myself, I recommend again going back to the Small Entity Compliance Guide. Next slide, please. For substantial control, we are looking at four general criteria, again, as laid out on this slide. For an individual to exercise substantial control of the reporting company, we would be looking for, for example, an individual who is a senior officer of the company. Senior officer could be, for example, a CEO or a CFO, an individual who has authority to appoint or remove officers, or a majority of directors of the reporting company, an individual who is otherwise an important decision maker within the reporting company, and more generally, an individual who has any other form of substantial control. And again, for most companies and most small businesses, establishing who has substantial control is a relatively simple matter. For more complex situations, we recommend looking at the Guide and the FAQs where we have laid out more nuance about how this may apply. Next slide, please. So now that we have established that our company does have to file a report, and we have established who are the beneficial owners that need to be included on the report, the next question is, do we have to report our company applicants? And if we do, what is a company applicant? So for companies that are created, that were created or first registered to do business before January 1, 2024, so companies that existed before this year, then they are not required to report their company’s applicants. So for most companies that already exist, there is no requirement to report company applicants. However, for companies created on or after January 1st of 2024, they will need to report information about one and no more than two company applicants. The company applicant will always be an individual who directly filed the documents that created or first registered a domestic or foreign reporting company, and if more than one person was involved in the filing, there may be a second company applicant who is the individual who was primarily responsible for directing or controlling that filing. Next slide, please. So once we have established whether a company needs to file a report, and we have established who the beneficial owners are and who the company applicants are, we need to understand what information do we need to file. Fortunately, the amount of information should be fairly limited. For the company, it needs to provide its legal name and any trade or DBAs, a complete US address, state, tribal or foreign jurisdiction of formation, or if a foreign reporting company, the jurisdiction of first registration in the United States, as well as a taxpayer identification number. Next slide, please. Similarly, for the individuals who need to report their information, they will need to report whether they are a beneficial owner or a company applicant, their name, their date of birth, their address and an identifying number and issuing jurisdiction from a non-expired either driver's license, US passport or ID document issued by a state, local government or Indian tribe. If none of those exist, then a foreign passport can also be used. Whichever type of identifying document is used, an image of the document must also be provided with the report. Next slide please. Everything that I have covered up until now are required mandatory components of the regulation and the law. What I will cover here on this slide is something that is purely optional and so I do really want to stress that if you do not want to get a FinCEN identifier, also known as a FinCEN ID, you do not have to. It is something you can choose to do but is not required. So what is a FinCEN identifier? Well, a FinCEN identifier or FinCEN ID is a unique ID number that FinCEN will issue to individuals or to reporting companies upon request, once those individuals or companies have provided the information necessary to FinCEN. An individual or reporting company may only receive one FinCEN ID and so I stress that, if you or the company wishes to seek a FinCEN ID, please make sure that you continue to have access to that FinCEN ID number as you will not be able to get another one in the future. What is the purpose of a FinCEN ID? Well, for individuals, for example, who are involved in many Beneficial Ownership Information report filings, it may be both more efficient and provide increased privacy to submit their information once to FinCEN, receive a FinCEN ID number and then provide that FinCEN ID number to the company filing the reports. This will allow individuals, for example, to comply with the regulation whilst also not needing to provide their personal information to the companies that are filing the reports. Next slide please. So once we have established that we need to file, and we have established what we need to file, the next question is when and also how do we file the report? For companies that existed prior to January 1st of this year, prior to January 1st of 2024, the deadline to file an initial BOI report is January the 1st of 2025. Based on the large numbers of people that are on this webinar, I presume that there are still a good number of companies that have yet to file their initial report. And so I remind everybody that today being the 19th of November that you have five or six weeks left this year to file your report prior to the January 1st deadline, if that is the deadline that pertains to your company. For companies that were created or first registered to do business in 2024, they have 90 calendar days to file after receiving actual or public notice of the company's creation or registration. Starting on January 1st of 2025, new reporting companies will have 30 calendar days to file their initial report. Next slide please. What happens if a report is filed? Or to put it a different way, where or how do we file the initial report? As I mentioned earlier, the website FinCEN.gov/boi, which is our landing page for the resources, is also the place where filings can happen. We have set up a secure filing portal system and I do want to stress that it is free to file directly with FinCEN. There are companies that will provide third party services to assist in filing, and some companies have been given API access to submit reports directly into FinCEN's system. Some of those companies may charge a fee for their services. Individuals and companies are of course free to use whichever third party services they wish to. However, it is and always will be free to file directly with FinCEN. Next slide please. This is what I was starting to say just a moment ago. So once we have filed the report, what do we do if the information changes? Well, if any of the information in the report changes after the filing, then updated reports are due within 30 calendar days after a change occurs. As you'll see on the next slide, the same situation is true if information that was previously reported is later determined to be inaccurate. A company has 30 calendar days after becoming aware or having reason to know of the inaccuracy, to file an updated, accurate and complete report. Next slide please. What happens for companies that do not report BOI in the required timeframe? So, as you can see here today, FinCEN is continuing to work hard, including with our federal partners like the IRS and the Small Business Administration and others, as well as Secretaries of State Offices and other industry groups, to make companies aware of their obligations to report, update and correct Beneficial Ownership Information. But FinCEN also understands that this is a new requirement. If you correct a mistake or omission within 90 days of the deadline of the original report, you may avoid being penalized under a safe harbor provision. However, willful violations of the Corporate Transparency Act carry civil and criminal penalties. FinCEN does want to stress that the purpose of this law is not to take gotcha enforcement actions against law abiding small businesses and people should not lose sleep with anxiety over these requirements, but that there are significant penalties for willful disregard of the reporting regulations, including willfully filing false information or willfully failing to file a report. Next slide please. I will once again stress that a great deal more information and an answer to many of the hundreds of questions that I see here in the chat that we may not get a chance to get to today is available at FinCEN.gov/boi. Unfortunately, due to the requirements of the system that we are using today, I will not be able to provide a live demonstration of our website. But if you go to that website we will talk a little bit about the filing process, you can see the Compliance Guide as well as the Frequently Asked Question page and on the left-hand side there is also a button that says Contact Us or contact FinCEN with beneficial ownership questions. If your questions were not answered by the Compliance Guide or the FAQs, you can submit a question using that form and it will go to a contact center that FinCEN has staffed and we will endeavor to get you a written response as expeditiously as possible. There is in addition on that website also a chatbot which will be able to provide answers to a range of more simplistic questions. Next slide please. Having referred repeatedly to this website, I do want to show you now what it looks like at least, if not live then, screenshots. So you should see now on your screens an image of our website again FinCEN.gov/boi and on the right hand side you'll see that it says File a Report using the BOI e-filing system. If you click there it will take you to the e-filing portal and I will demonstrate that in just a moment. Before we move off this slide I also want to highlight on the left hand side you will see a button that says Small Business Resources and if you click on that, it will take you to the Small Entity Compliance Guide. Next slide please. So once we click on the e-filing system, it will take you here. As you can see, the button says, File BOIR or on the top right where it says get started, need to file a BOIR. Click either of those buttons and it will take you to the next page, which you should see now on the next slide. There are two mechanisms to file a report on FinCEN's website. The first is that you can download a PDF, fill out the PDF and then upload it directly to the system, or as the majority of companies so far have done, you can file directly online using the web form. Next slide please. I will now briefly demonstrate what the web form looks like. If you click on that option it will take you to this page. As you can see there are just five simple tabs. The first will ask you what type of filing it is, whether it's an initial report, whether you are correcting or updating a previous report, or whether you are a company that is now newly exempt from needing to file. I saw early on that there was question about what happens if you file a report and then you become exempt. The answer is that you would go on here, you would click the button that says newly exempt. It will ask you for some very limited amount of information and then that's all you will need to do. If we go to the next slide, we'll see what's on some of the other tabs. So the first one is what information is required for the reporting company. As you can see, it's asking for your legal name, your tax identification number, and the other information previously outlined in this presentation. On the next slide you'll see the images for company applicants again, the individual's name, their address, their ID and issuing jurisdiction, and a place to upload a file image of the ID document that's been used. Next slide please. The form for company applicants and beneficial owners should look exactly the same and as you can see here on the left hand side it says Add Beneficial Owners. You can keep adding as many beneficial owners as you need to and every individual who meets the criteria for ownership interest or substantial control needs to be reported. Next slide please. Finally you'll go to the button that press Submit and it will ask you for an email address. It is very important that whichever email address you use, you continue to have access for. Once you have filed the report, the system will generate an automatic response letting you know either that the report has been successfully submitted or that it has been rejected with some explanation about why it has been rejected. So please, when you submit your form and put an email address there, make sure that it is an email address that you or somebody else within the reporting company has access to. Before we go to Q&A, I did also just want to flag a question that we get very often which I think is particularly relevant to the CPA and tax preparer community which I believe we have a number on today, which is this an annual reporting requirement? And the answer is it is not an annual reporting requirement. The requirement is to report the information for the information to be accurate, complete and up to date. And if the information doesn't change, then no further action is necessary. Should the information change, as I mentioned before, an updated or corrected report will need to be filed, but if the information doesn't change, there will be no requirement to submit new reports on a periodic basis. So I will stop there as I see that there are a number of questions coming in and I will turn it back over to Mike. All right, thank you so much, David. And yes, everybody, thank you for your questions so far. We're going to get to the question and answer session in just a minute. We have lots and lots of questions coming in and those are extremely helpful to us. The FinCEN team is working in the background to kind of sort through a lot of these questions are similar, so we're going to get to those. But just keep in mind that even if we don't get to your question today, these are extremely helpful to FinCEN that helps them develop Frequently Asked Question documents and things like that. So please do. If you have unanswered questions as of right now, please put those in. So, yeah, again, before we get started, I just want to thank everyone again for attending today's presentation Beneficial Ownership Information Presented by the Financial Crimes Enforcement Network or FinCEN. Once more, if you do have questions, please go ahead and click on the drop down arrow. You'll find that next to the Ask Question field and simply type in your question and then do be sure to click Send so that it's actually transmitted to us and you'll find that on the left side of your screen. All right, David, if you're all set, why don't we go ahead and get ready or get started on these so we get as many as possible. The first question that comes up is on the role of accountants, other service providers. So the question is, when is an accountant or a lawyer or some other service provider considered a company applicant? Yeah, that's a great question and obviously one that's very relevant to this audience. The good news is that we actually have an FAQ specifically on this question. It is FAQ E3, so E for Echo, and again available on our website. The answer in brief is that an accountant or a lawyer can be a company applicant, but it depends on their role in filing the document that creates or first registers a reporting company. In many cases, a company applicant will work for a business formation service or a law firm or it could be a CPA or an accountant's firm that provides professional services as well. If an accountant or other third party provider directly files the document that creates or registers the reporting company, then they may well be the company applicant. And again, if more than one person is involved in the filing, then the accountant or lawyer or whoever may be a company applicant if they are primarily responsible for directing or controlling the filing, even if they did not do the physical filing themselves. I will give an example from a legal perspective because that tends to come up more often in our experience. But the example would be if an attorney at a law firm that provides business formation services is responsible -- primarily responsible for overseeing the preparation and filing of a reporting company's incorporation document, but the paralegal at the law firm directly files the document itself, then both the attorney and the paralegal would be considered the company applicants. Okay. Okay, so complicated, but okay, good to know. All right, here's another question along those same lines. So can a reporting company's accountant or lawyer be considered its beneficial owner? Another good question and one that we get fairly frequently, so fortunately we have a good answer for that. I think so. FAQ D6 asks is an accountant or a lawyer considered a beneficial owner? And the answer is that accountants and other providers generally do not qualify as beneficial owners, but it does depend on the work being performed. People who provide general accounting or legal services are not considered beneficial owners because they're providing ordinary arms length advisory or third-party professional services and therefore not exercising substantial control. An accountant who's designated as an agent of the reporting company may qualify under the nominee, custodian, intermediary or agent exception. However, an individual who holds the position, for example, of general counsel or a similar type of office in the reporting company is a senior officer of that company and is therefore a beneficial owner. So broadly, the way to understand this is to go back to the criteria and look at does the individual hold ownership interest in the reporting company or do they have substantial control over the reporting company. Okay, okay. And let's ask one more. It looks like your team has gone through and they've selected a bunch of the live questions too, but one more on the just the role of accountants, lawyers, other service providers, I think you probably answered this in the Materials, but it is can a third party service provider submit Beneficial Ownership Information on behalf of a reporting company? Yeah. So reporting companies can use third-party providers to submit their reports and indeed anyone who the reporting company authorizes to act on its behalf, including third-party providers, can file the report on the company's behalf. But again, they do have to have authorization from the company to do so. And then in addition to that, vendors can seek approval for API access to FinCEN system, and a number of those access authorizations have been granted. And so third-party service providers can also provide a service to not just assist with the filing, but also directly file with FinCEN in certain circumstances. Okay. All right, great. All right, let's look at some of the other selected questions we have here. And audience, we are trying to answer all of your live questions. And David, I understand some of these you may not be able to answer or they may be a little unclear. And we do thank you, audience, for all the questions. But David, if you want to skip over any of these, then just let me know. All right But let's start with this one. So this question reads, are any not for profit or non-profit corporations subject to the filing requirement? So the way that I would explain this is that there is an exemption for certain tax exempt entities. I think that's the question, not for profit. Well, that's one part of the question. Let's start with tax exempt entities. So exemption number 19, an entity qualifies for exemption 19. And again, this checklist is on the website in the Small Entity Compliance Guide, so you don't have to memorize what I'm saying here. When entity qualifies for the exemption if any of four criteria apply, I'm not going to read what all the four criteria are because it's a bit technical, but broadly, we're looking at for organizations that are described in 501(c) of the internal Revenue Codes and are exempt from tax under section 501(a) of the Code, all those that are described in 501(c) and were exempt under 501(a) but lost their tax exempt status within the last 180 days, also political organizations as defined under 527(e)(l) and exempt under 527(a) or entities that are trusts as described by paragraphs 1 and 2 of section 4947(a) of the Internal Revenue Code. So that's tax exempt entities. I believe that the question may also be asking about disregarded entities. Is that right? Yeah, well, yeah, the question was just for non-profit corporations or nonprofit entities. But yeah, let's just stick with non-profit entities. You have a very sophisticated audience here. So I'm also going to flag the FAQ F13 looks at what types of Taxpayer Identification number should be reported for a company that is disregarded for US Tax purposes, which is a roundabout way of saying that some companies that are considered disregarded entities may need to report but may not have their own Taxpayer Identification Number. And I'm not going to read out this whole answer because it's a little bit more complicated. But broadly, we have answered the question about how do you report taxpayer identification number, if you are a disregarded entity? Okay. All right. Well, I think that clears it up. And I'm glad you're mentioning these FAQ sections as well, because I think so many of these questions -- well, this topic is new to all of us and a lot of these have been answered in some of the FAQs and especially for people in very specific situations, they're going to find a great answer there, so thanks for referencing those. All right, let's move on to the next one. So this one talks about maybe when you need to update your Beneficial Ownership Information report. So the question is, if you have already filed a Beneficial Ownership Information report and then your driver's license expires after filing, do you need to update the Beneficial Ownership Information Report after the expiration of your driver's license or any identifying documents for that matter? Yeah, that's a good question. I would want to double check this and so I should provide the preamble that I'm not providing legal advice here and so anything that I say should be just double checked on our website. But if you use a non-expired form of identification to file the report and then that expired and then was renewed, then once a renewed ID is issued, I believe you would be required to file an updated report with a new identification information. Okay. All right. Now this one asks about community property states, and again, this is kind of a technicality -- if you're unfamiliar, we can skip to the next one. But the question reads, if a husband in a community property state owns a single member LLC 100%, does the spouse need to be included on the Beneficial Ownership Information Report as a beneficial owner as well because of the community property state? So, it's a great question and I'm pleased to be able to say that we did also issue an FAQ on this at the beginning of October that is FAQ D18, so Delta 18. And the answer is that it varies because how a state community property laws affect a beneficial ownership determination ultimately depends on the consequences of applying the applicable state law, which obviously varies amongst jurisdictions. So, if by applying the community property law in that jurisdiction, both spouses own or control at least 25% of the ownership interest of the reporting company, then both spouses would be considered beneficial owners that needed to be reported to FinCEN. But it will depend on how specific state community property laws, how they work, which is not the same in all places. Okay. Okay, good to know. And I think. Yeah, that's a good general answer, yep. All right. And one thing I did want to mention, there were a number of questions coming through on will there be continuing education credits issued by IRS for this webinar. And there will not be, just so everybody is clear, we will not be issuing continuing education credits for this webinar. All right, let's move on to the next question, and this one's pretty general. The question reads, do estates and trusts need to file the Beneficial Ownership Information Report? Yes, it's a good question. So as I mentioned in the presentation, and we'll mention again, whether companies need to file a report is based less on entity type and more on how they were created or first registered to do business. So a domestic reporting company is one that was created by the filing of a document with a Secretary of State or similar office. And certain types of trusts, like statutory trusts, may be created by the filing of a document with a Secretary of State or similar office and therefore would be considered reporting companies. Many other types of trusts and similar legal arrangements are not created by such a filing, and so the trust itself would not be considered a reporting company. I will also -- because you raised the issue of trust, I do also want to flag FAQ D14 and D15, which look at who are the beneficial owners of a reporting company when the ownership interest are held through a trust arrangement or where control of the company is expressed through a trust arrangement. And the thing that I want to reiterate here is that trust agreements vary, so there's not a one blanket answer to this, but a beneficial owner has to be an individual. So if the ownership interests of a reporting company are held within a trust agreement, the trust itself is not a beneficial owner for the purpose of this regulation, it is the individuals who are the beneficial owners. Does that answer the question, Mike? I think so, yeah. I think that makes it pretty clear. All right. These are some good questions and good technical situations to discuss. So thank you, audience, for the questions. Okay, let's move on to the next one. Now, this one's kind of a two part question and I'm sure, so this is asking about is reporting required or not if a corporation either closes? So this, let me read the first part of the question first. So this question reads, a corporation has been in business for a long time, but it closes before December 31, 2024, before the end of this year, is reporting required? So, with the disclaimer that I gave before that, I am not providing legal advice that you should rely on, but just on the facts and circumstances as laid out. If you are a -- if you were a reporting company in 2024, then you will need to file a report even if you are fully dissolved before the end of 2024, because the deadline to report is January 1st, but the requirement went into effect on 2025, but the requirement went into effect on January 1st of this year, 2024. I do also want to take that opportunity to draw people's attention to FAQ L2, so Lima 2. And the same information is also in the Small Entity Compliance Guide that lays out the criteria for the inactive entity exemption. I won't read the whole thing, but you have to meet all six of the criteria, which includes the entity being in existence before January 1st of 2020, the entity not being engaged in active business, having had no change in ownership in the previous 12 months, and holding no kind or type of assets. So if you think that the inactive entity exemption may apply in your circumstance, I recommend looking at the FAQ page and the compliance guide for more detail. Okay, excellent answer, thank you. Then -- all right, and then the second part of that question is, and I guess the basic question that we're getting at is when an entity dissolves or just goes out of business, is final reporting required to notify FinCEN? Can you repeat your question? Sorry. Oh, yeah. So that same corporation, they've been operating and say they do file a Beneficial Ownership Information Return in 2024, but then we get to 2025 and they decided to dissolve the business, is there a filing requirement to report the closure of the business or expiration of beneficial owners interest in the business? So I just wanted to go back momentarily to the prior question. I was reaching for the FAQ citation, but I have it now. So the answer to the question of if a company was created or registered in 2024 but then winds up its affairs before filing its initial report, do they need to file? The FAQ that we issued on that is FAQ C14, so Charlie 14. And it, and it broadly covers what I just said, but the answer is yes, you do still need to file a report most likely. Your question was what happens -- what does a company need to do once it has fully dissolved? Right, right. The company closes, is there any additional like final Beneficial Ownership Information reporting required? That is a very good question. I have spoken to many thousands of people and I believe that the first time I've ever been asked that question. I think, well, that's all right. I would put it two ways. There is no requirement to inform FinCEN as the BOIR is no longer necessary. Like they're now removed from the system by FinCEN being notified, so in that sense it doesn't trigger any obligation. And I would refer back to the previous statement I made about what happens if you become exempt, which is a more narrow category, but similar. If you are newly exempt from the requirement, then you just go in and file a report clicking that box that says newly exempt, and then that will register in the system. I see. That would be the easiest way. Okay, great. All right. Well, David, thank you so much for staying on to answer questions. And audience, that is all the time we have for questions. We do need to wrap up. So I just want to thank David King again for presenting and sharing all of his knowledge and expertise on this. Before we close out completely, David, do you have any key points that you want to leave the audience with before we sign off please? Thank you, Mike, for the opportunity. Just a couple of very quick things I did want to flag. And again, there is some information on our website, but FinCEN is aware of some scams and fraud that has been perpetrated around Beneficial Ownership Reporting that there are companies that are out there acting unethically or worse in implying or claiming that they represent FinCEN and demanding money from people either for filing or claiming that they've accrued penalties that need to be paid. And so I really would just urge everybody, please be very cautious about who you interact with around BOI. There are plenty of legitimate companies out there providing useful services, but again, for the correct source of information, you cannot go wrong looking at our website. And again, it is free to file directly on our website. If you are concerned about hiring third party services or whether people are legitimate or not, you can always just get the information and the filing directly from our website. So I will say that. And then I also want to thank everybody for their time. I see an astonishing number of questions in the chat and I'm sorry that we do not have many more hours to cover them. Just from briefly looking in the chat while we were on this call, I think the vast majority of people's questions are answered hopefully fairly clearly on our website. And so I'm hopeful that with one or two small extra steps, people will be able to get the information they're looking for. And we really thank everybody for your attention today and helping make this regulation successful and hopefully hardening the US Financial system and making a better and fairer society. So thank you everybody and thank you to IRS for hosting and Mike, back to you. All right, thank you David. And audience, we are planning additional webinars throughout the year, so to register for our upcoming webinars, please visit us at IRS.gov and do a keyword search for webinars. We invite you also to visit the IRS YouTube page at www.youtube.com/irsvideos. There you can view recorded versions of our webinars and other key video messaging and again, another big thank you to David King for a great webinar today sharing a wealth of information. And I also want to thank you, our attendees, for attending today's webinar Beneficial Ownership Information Presented by Financial Crimes Enforcement Network. We would appreciate it if you would take a few minutes to complete a short evaluation before you exit. If you'd like to have more sessions like this one, please let us know. If you have thoughts on how we can make them better, please let us know that as well. And if you have any requests for future webinar topics or information you'd like to see in an IRS Fact Sheet, a Tax Tip, or an FAQ, then please include your suggestions in the comments section of the survey. Just click the survey button on the right side of your screen to begin and if it doesn't come up, then just double check to make sure that you did disable that pop up blocker. It has been a pleasure to be here with you and on behalf of the Internal Revenue Service and our presenter David King today, we would like to thank you for attending today today's webinar. It's important for the IRS to stay connected with the tax professional community, individual taxpayers, industry associations, along with federal, state and local government organizations. You make our job a lot easier by sharing the information that allows for proper tax reporting. So thank you again for your time and attendance everyone. We hope you found the information helpful and you may exit the webinar at this time.
