Bulk Entity Upload: Simplify Your Compliance Process 

Navigating the ever-evolving landscape of Beneficial Ownership Information (BOI) reporting can be a challenging task. Recent court rulings have introduced uncertainty to filing timeframes, making it even more difficult for businesses and professionals to stay on top of regulatory requirements. Software designed to make filing more efficient – such as tools that include a bulk entity upload feature – can help. 

bulk entity upload

As a result, firms may be seeking efficient systems that allow them to quickly adapt to any new information, even when changes occur at the last minute. 

Why Bulk Entity Upload is Essential

As demonstrated by the nationwide preliminary injunction issued out of Texas and FinCEN’s subsequent appeal, the regulatory environment can change rapidly. Having a system in place that allows for the quick entry of multiple entities provides professionals with a valuable tool to swiftly adapt to new guidance—especially if it’s issued just days before the January 1, 2025, deadline.  

Secure Compliance’s bulk upload features enable firms to upload information for multiple entities simultaneously, significantly reducing the time and effort required compared to individual data entry. 

We offer both a base bulk upload feature and a premium white-glove version. The differences are outlined below, but whichever version you choose, these features can save your firm valuable time when you need it most.   

Base Bulk Entity Upload

The base bulk entity upload feature is included in our $995 SecurePRO package. With this package, you can download a sample CSV file, enter your entity information, and upload any correctly formatted CSV file. Our software will then process the information into the system. After a successful upload you can add any additional information to individual entities as needed.  

HOW IT WORKS

  1. Data Preparation: Gather and format your entity information for bulk upload, by either downloading our sample CSV file or formatting an existing CSV file to fit for upload.
  2. Processing: Our system processes the data, ensuring all information is filled into separate entity records.  
  3. Review and Submit: You will then be able to review the uploaded data for accuracy, add any beneficial owners, and fill in any remaining information needed. 

White Glove Bulk Entity Upload

We also offer a premium white-glove option, where we take from existing files you already have (such as reports from tax software) and upload it into our system, eliminating the need for you to format your data to meet the requirements of the base bulk upload feature. Simply send us the file, and we’ll take care of the upload for you. To learn more about this service, please contact our sales team.  

HOW IT WORKS

  1. Consultation: Speak with a member of our sales team to discuss the information you have and to learn the specifics about pricing and timelines (this varies depending on individual cases). 
  2. Submit Your Information: Send the file and/or information to our team, and we’ll handle the rest. Once the upload is complete, we’ll notify you so you can add any additional details for your entities as needed. 

Stay Ahead with Secure Compliance

As policy changes continue to shape the compliance landscape, firms must adapt quickly to stay compliant. Bulk entity upload is a crucial tool in this endeavor, providing the efficiency and accuracy needed to manage large volumes of data.  

For more information on how Secure Compliance’s bulk entity upload can benefit your firm, contact us today. Don’t let tight or unclear deadlines overwhelm you. Let Secure Compliance simplify your compliance process.

Less Than 30 Days Left to File BOI Reports – What Should I Do?

As the deadline for filing Beneficial Ownership Information (BOI) reports quickly approaches, it’s critical for businesses to ensure compliance with the Corporate Transparency Act (CTA). With less than 30 days left to file BOI reports, here are key steps you should take to prepare and file accurately and on time. 

Understand the Reporting Requirements

First, make sure you fully understand the reporting requirements under the CTA. The CTA mandates that certain businesses must report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). Beneficial owners include individuals who: 

  • Own 25% or more of the company. 
  • Exercise substantial control over the company. 

The required information to report about beneficial owners includes: 

  • Full legal name 
  • Date of birth 
  • Residential or business address 
  • Unique identifying number from an acceptable identification document (e.g., passport, driver’s license) 
  • Image of the identifying document 

Conduct a Beneficial Ownership Information Review

To ensure accurate reporting, conduct a thorough review to identify all beneficial owners of your company. This involves: 

  • Reviewing articles of organization/incorporation, operating agreement, By-Laws and any other documents that illustrate the individuals with ownership or control. 
  • Consulting with legal and compliance teams. 
  • Documenting all findings accurately. 

Gather Required Information

Collect the necessary information for each beneficial owner and the entity itself. This includes obtaining copies of identification documents and verifying the details provided. For the entity, make sure you have the tax ID, principal business address, any DBAs or trade names, and the jurisdiction of formation. Ensure all information is up-to-date and complete. 

Prepare for Filing

Before submitting your BOI report, make sure to: 

  • Review all information for accuracy. 
  • Ensure compliance with FinCEN’s submission guidelines. 
  • Address any discrepancies or missing information. 

File BOI Reports

Submit your BOI report through the FinCEN reporting system or a trusted BOI reporting software. Keep a record of the filing transcript for future reference and consider sharing with your CPA or lawyer. If you encounter any issues during the submission process, consult FinCEN’s guidelines or seek assistance from legal or compliance experts. 

Stay Updated

After filing your BOI report, stay informed about any updates or changes to the reporting requirements. FinCEN may release additional guidance or amendments, so it’s essential to remain compliant with the latest regulations. Don’t forget to file any updated BOI reports if any information changes about the entity or its owners. Changes must be reported within 30 days. 

Conclusion

With less than a month left to file BOI reports, it’s important to take these steps to ensure timely and accurate submission. Understanding the requirements, conducting a thorough review, using compliance tools, and staying updated will help you meet the deadline and avoid potential penalties. 

Nationwide Injunction on CTA Reporting Regulation: What It Means for Businesses

BREAKING – Motion to Stay – Pending Response from Fifth Circuit

UPDATE: Originally anticipated to respond by 12/16, but now should be soon, and by 12/27.

Court order on removing preliminary injunction could be resolved any day, and likely before 12/27. Read the court update here: Texas Top Cop Shop v Garland et al (Motion to Stay 12-12-2024)


In a landmark decision, the U.S. District Court for the Eastern District of Texas has issued a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (CTA) in the case Texas Top Cop Shop v Garland et al. (case 4:24-cv-00478, December 3, 2024). This ruling could turn into permanent, significant implications for small businesses across the country, as the court questions the constitutionality of the Corporate Transparency Act (CTA) and its impact on business operations. On December 5, just two days after the ruling, the U.S government filed an appeal to the U.S Court of Appeals for the Fifth Circuit against the preliminary injunction.

An important fact to take away from the injunction is that the CTA was not ruled unconstitutional and is not necessarily gone for good.

Nationwide Impact of Injunction on CTA Reporting

Although the plaintiffs called for the injunction to apply only to them, the Court ultimately decided that the preliminary injunction be applied nationwide, explaining that the broad impact of the CTA calls for uniform relief. Approximately 32.6 million businesses are affected, unlike the previous Alabama District Court ruling in March of 2024 that only affected the plaintiffs. 

Guidance for Businesses and Professionals

Many business owners and advisors are now questioning what their next steps should be. Here are a couple of possibilities: 

  1. Continue Preparation:

    Some might decide to continue gathering beneficial ownership information without filing, to be prepared if the CTA is reinstated. Determining beneficial owners and substantial control—and gathering the necessary information—is a time-intensive process. Pausing these efforts, especially with traditional year-end busy seasons for advisors approaching, may not be viable. If the preliminary injunction is overruled in the last week of December, business owners and professionals could be in a mad scramble to get everything and filed in a timely manner. FinCEN’s filing system may even experience issues with the volume of reports trying to be filed. Alternatively, if the preliminary injunction was overturned in February 2025 for instance, all reports previously due January 1, 2025 could be due immediately upon the overturn of this injunction – leaving FinCEN or Congress with the opportunity but no guarantee of offering filing deadline relief.

  2. Pause and Monitor:

    Others may decide to wait for further developments before continuing preparation of Beneficial Ownership Information Reports. If the CTA is ultimately ruled unconstitutional and not replaced with a modified version of the law by Congress, ceasing work could avoid unnecessary effort and expenditure. Ultimately, this approach only makes sense however if the amount of work required is manageable if a last-minute scramble scenario arises.

No matter how you proceed, proactive communication with clients and other beneficial owners is critical. As with any compliance issue, your clients rely on you to keep them informed about compliance changes and how they affect them. Whatever happens next, it’s good to remind your clients to amend operating agreements that are out of date, or any other maintenance that may have been discovered during this information gathering and review process.

Possible Future Directions

The path forward for the CTA is uncertain and could take several directions:

  1. Delay:

    Multiple courts have rejected requests for injunctions, holding that the Corporate Transparency Act is constitutionally defensible. If ultimately the CTA is sustained as current legal actions play out, it is possible that FinCEN or Congress could institute a short delay or extension of deadlines prior to enforcing compliance.

  2. State-Level Action:

    Some states may consider creating their own Beneficial Information Reporting systems (for instance – New York’s new law that has a 1/1/2027 reporting due date), creating a modified state-level filing system.

  3. Repeal and Redo:

    If the CTA as currently enacted is ultimately held to be unconstitutional, it is highly likely that Congress could enact a modified and constitutionally permissible version of the law. The U.S. faces pressure from the international banking system to have sufficient beneficial ownership rules in place (similar to most other developed nations), and it seems probable that some modified version of the CTA would be enacted if the current version was ultimately held to be unconstitutional.

  4. Modified Filing Requirements:

    Given the impact of the CTA on small businesses in particular, it is possible that Congress enacts additional exemptions to apply to a larger swath of “Main Street” small businesses. Other possible changes could include turning the reporting into an annual filing requirement and extending the deadline timelines for updates and new companies.

Conclusion

The nationwide preliminary injunction against the CTA is a significant development, introducing uncertainty for small businesses and advisors. The CTA has not ultimately been determined as unconstitutional and its requirements may be reinstated depending on legal outcomes. Businesses should prepare for all scenarios, including a potential overturn of the injunction and compressed filing deadlines.

As the legal challenges progress, staying informed and ready to adapt is crucial. The future of Beneficial Ownership Information Reporting remains uncertain, and further updates will help guide the path forward for businesses and advisors.

Hurricane Victims Offered BOI Reporting Extension

FinCEN has granted a six-month extension for certain businesses impacted by the following hurricanes to submit or update their Beneficial Ownership Information (BOI) reports:

  1. Beryl
  2. Debby
  3. Francine
  4. Helene
  5. Milton

This extension applies to companies with deadlines from one day before each hurricane’s start date up to 90 days after. Entities must be located in FEMA-designated disaster areas eligible for individual or public assistance and recognized by the IRS for tax relief to be granted this BOIR extension. Each FinCEN Notice linked above contains the applicable dates for each hurricane. FinCEN commented that they would accommodate companies that are reliant on records within the affected zones for compliance, even if their principal place of business is not in that disaster area.

What Are Dissolved Entities’ BOI Reporting Requirements?

The Financial Crimes Enforcement Network (FinCEN) released new FAQs on July 8, 2024, that offer significant clarification on the beneficial ownership information (BOI) reporting requirements for dissolved and terminated entities. These FAQs are essential for entities navigating the complexities of compliance with the Corporate Transparency Act (CTA), particularly those that ceased to exist before or after the reporting requirements came into effect on January 1, 2024.

Dissolved Entities’ BOI Reporting Requirements: Before January 1, 2024

Companies that entirely completed the process of formally and irrevocably dissolving before January 1, 2024, are not required to report their beneficial ownership information to FinCEN. According to FinCEN, a company ceases to exist when it has entirely completed the process of formally and irrevocably dissolving. Generally, this includes:

  • Filing dissolution paperwork with its jurisdiction of creation or registration,
  • Receiving written confirmation of dissolution,
  • Paying related taxes or fees,
  • Ceasing to conduct any business,
  • Winding up its affairs (e.g., fully liquidating itself and closing all bank accounts).

What to consider: Being administratively dissolved or suspended—such as failing to pay a filing fee or comply with certain jurisdictional requirements—does not mean that a company ceases to exist as a legal entity unless the dissolution or suspension becomes permanent. The requirements for reaching irrevocability can be different in each state, so it is advised to see the requirements in the jurisdiction where the entity was formed or registered to confirm.

Dissolved Entities’ BOI Reporting Requirements: Existing on or After January 1, 2024

Dissolved Entities' BOI Reporting Requirements - secure complianceCompanies that continued to exist as legal entities for any period on or after January 1, 2024, must report their beneficial ownership information to FinCEN, even if they had ceased conducting business or wound up their affairs before the reporting requirements became effective. What to consider: If an entity that was formed prior to January 1, 2024, formally and irrevocably dissolves on or after January 1, 2024, it will still be subject to reporting requirements. Just because it dissolved before its due date – January 1, 2025 – does not exclude it from filing an initial BOI Report.

Specifics for Companies Created or Registered in 2024 or Later

Companies created or registered in 2024 must report their beneficial ownership information within 90 days of receiving actual or public notice of creation or registration. For those created or registered in 2025 or later, the reporting window is reduced to 30 days. These timelines remain applicable even if the company winds up its affairs and ceases to exist before the due date of the initial BOI report.

Practical Implications for Dissolved and Terminated Entities

These FAQs provide clear guidance for companies and their advisors on how to navigate the BOI reporting landscape. They highlight the importance of understanding jurisdiction-specific dissolution processes, as administrative dissolutions or suspensions do not necessarily equate to a company ceasing to exist unless they become permanent. Entities permanently dissolved before the CTA effective date can avoid reporting obligations, while those existing beyond the threshold must ensure timely compliance to avoid penalties.

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CTA Compliance for Trusts – FinCEN FAQs Provide Insight

What Does CTA Compliance for Trusts Involve?

The Corporate Transparency Act (CTA), designed to curb illicit financial activities by enhancing the transparency of business ownership, requires reporting companies to disclose information about their beneficial owners to FinCEN.

The latest FAQs provided by FinCEN give significant insights particularly around the complexities of CTA compliance for trusts. These guidelines clarify how beneficial owners who use trusts can control reporting companies and outline the responsibilities for reporting when a corporate trustee is involved.

Beneficial Ownership Through Trusts

cta compliance for trusts - secure complianceDid you know that individuals can exert control over reporting companies through trusts? This can occur directly or indirectly through exercising substantial control or controlling ownership interests. Both can be established through contracts, relationships, or other means that define the trust’s influence over the company.

Determining the beneficial owners in scenarios involving trusts requires examining the roles of trustees, beneficiaries, and others within the trust structure based on their control or ownership stakes:

  • A trustee may qualify as a beneficial owner if they have authority to manage or dispose of the trust’s assets, or control a significant portion (at least 25%) of the reporting company’s interests through the trust.
  • Beneficiaries can be considered beneficial owners if they are the sole recipients of the trust’s income/principal or can demand substantial portions of the trust’s assets.
  • Individuals who established the trust, known as grantors, might be beneficial owners if they retain the right to revoke the trust or withdraw its assets.

These roles depend heavily on the specific terms and operations of the trust, indicating that beneficial ownership needs to be evaluated on a case-by-case basis and should be done with the help of a legal professional.

Key Takeaways for Compliance

  1. Companies must conduct detailed evaluations to determine if trusts or corporate trustees associated with their ownership structure meet the CTA’s beneficial ownership criteria.
  2. Maintain accurate records of all contractual and operational arrangements with trusts and trustees to verify compliance.
  3. As relationships or the proportion of ownership interests change, update the reporting to FinCEN to reflect current beneficial ownership information.

By adhering to these guidelines, reporting companies, including those involved with trusts, can ensure compliance with the CTA. The complexity of trusts and varied roles within them necessitate careful analysis to accurately identify beneficial owners under the new regulations.

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