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Who is Responsible for Certifying BOI Reports?
The process of filing a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) is a crucial aspect of ensuring financial transparency and combating illicit activities such as money laundering and terrorist financing. A particularly significant component of this process is the certification of the BOI report. This certification mandates that the individual filing the report on behalf of a reporting company must affirm that they are authorized to do so and that the information within the report is true, correct, and complete. Given the serious civil and criminal penalties associated with non-compliance and fraudulent filings, this requirement places a substantial burden of responsibility on the certifier. 
According to the final regulations provided by FinCEN: “While an individual may file a report on behalf of a reporting company, the reporting company is ultimately responsible for the filing. The same is true of the certification. The reporting company will be required to make the certification, and any individual who files the report as an agent of the reporting company will certify on the reporting company’s behalf.” This distinction is crucial and offers a semblance of reassurance to professionals who are hesitant to involve themselves in the certification process due to the potential legal ramifications. However, the apprehension among legal professionals, CPAs, and advisors about becoming the filer for their clients remains palpable. The liability associated with certifying a report as true, correct, and complete is significant. In light of these concerns, professionals may opt to take a more advisory role, guiding their clients through the preparation of the report but ultimately having the client review and submit it themselves. This approach not only mitigates the professional’s legal exposure but also ensures that the reporting company maintains ultimate responsibility for the certification and submission of the report. Secure Compliance software can facilitate this advisory approach by allowing professionals to collect necessary signatures from their clients and ensuring that the owner certifies the filing. By using such software, professionals can provide a range of services—from premium, white-glove assistance to more basic guidance—without appearing as the preparer on the submitted report. Beyond the filing process, professionals have a duty to educate their clients on compliance matters, including the triggers for updating the BOI report. Changes such as the hiring of new officers could necessitate an update, and professionals must decide whether to directly manage these updates for their clients or to empower them with the resources to handle changes independently. This education component is critical for ensuring that clients can confidently certify their filings, understanding the obligations and potential repercussions involved.
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