Beneficial Ownership Information Report (BOIR) for Wyoming LLCs and Corporations: What You Need to Know

The Corporate Transparency Act (CTA) has introduced new reporting requirements that affect Wyoming LLCs and Corporations. One of the key components of this law is the Beneficial Ownership Information Report (BOIR). This blog post will cover everything you need to know about the BOIR, including what it is, when it’s due, how to file it, how often it needs to be filed, and the penalties for failing to comply.

What is the Beneficial Ownership Information Report (BOIR)?

The BOIR is a federal filing requirement mandated by the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA). The purpose of the report is to help prevent money laundering, fraud, and other illicit financial activities by requiring businesses to disclose their beneficial owners.

A beneficial owner is any individual who, directly or indirectly:

• Owns at least 25% of the company’s ownership interests.
• Exercises substantial control over the company.

This report requires companies to submit specific details about their beneficial owners, including:

• Full legal name
• Date of birth
• Residential address
• An identifying number from a valid identification document (such as a driver’s license or passport), along with a scanned copy of the document

This information is stored in a secure database maintained by FinCEN and is not publicly accessible. However, it may be shared with law enforcement and certain other authorized entities.

Who Needs to File a BOIR?

The BOIR filing requirement applies to most LLCs, Corporations, and other entities registered in the United States, including those formed in Wyoming. This includes both domestic entities and foreign entities registered to do business in the U.S.

Exemptions:

Certain entities are exempt from filing the BOIR, including:

• Large operating companies with more than 20 full-time employees, a physical office in the U.S., and more than $5 million in gross receipts.
• Certain regulated entities such as banks, credit unions, tax-exempt organizations, and publicly traded companies.
• Inactive entities that meet specific criteria.

Most Wyoming LLCs and Wyoming Corporations will need to file this report unless they qualify for an exemption.

When is the BOIR Due?

The deadline for filing the BOIR depends on when your Wyoming LLC or Corporation was formed:

• Entities formed before January 1, 2024: You must file your BOIR by January 1, 2025.
• Entities formed on or after January 1, 2024: You must file your BOIR within 90 days of formation.
• Entities formed on or after January 1, 2025: The BOIR must be filed within 30 days of formation.

How to File the BOIR

The BOIR must be filed electronically through FinCEN’s online portal. The filing process is straightforward:

1. Gather the required information for all beneficial owners.
2. Visit FinCEN’s BOIR filing system.
3. Complete the online form by entering your company’s details and beneficial owner information.
4. Upload the necessary identification documents.
5. Submit the report and keep a confirmation for your records.

There is no fee to file the BOIR with FinCEN.

How Often Do You Need to File?

Unlike annual filings, the BOIR is a one-time submission unless changes occur. You are not required to file annually, but you must update the report if:

• A beneficial owner’s information changes (e.g., new legal name, new address, or updated identification document).
• A new beneficial owner gains at least 25% ownership or significant control.
• A previously reported beneficial owner no longer qualifies.

If any changes occur, you must file an updated BOIR within 30 days of the change.

What Happens If You Don’t File the BOIR?

Failing to file the BOIR can lead to severe penalties, including:

• Civil penalties of up to $500 per day for each day the report is late.
• Criminal penalties, including fines of up to $10,000 and possible imprisonment for up to two years for willful noncompliance or providing false information.

Wyoming LLCs and Corporations should ensure timely and accurate filing to avoid these consequences.

How Wyoming LLCs and Corporations Can Stay Compliant

Wyoming is a business-friendly state, but its LLCs and Corporations must still comply with federal laws. Here are some tips to ensure you remain compliant with BOIR requirements:

• File promptly to avoid penalties and ensure compliance.
• Keep your beneficial ownership records up to date and monitor any changes that may require an updated filing.
• Work with a Wyoming Registered Agent to help manage your compliance responsibilities.
• Use secure document storage to keep copies of your BOIR filing confirmation and beneficial owner details.

Conclusion

The Beneficial Ownership Information Report (BOIR) is a new requirement under the Corporate Transparency Act, impacting Wyoming LLCs and Wyoming Corporations. Business owners must be aware of their filing obligations to avoid penalties and remain compliant with federal regulations.

To summarize:

• Most Wyoming LLCs and Corporations must file unless exempt.
• The first BOIR is due by January 1, 2025, for existing entities, or within 90 days of formation for new entities in 2024.
• The report is filed electronically with FinCEN, and there is no fee.
• Updates are required within 30 days of any changes to beneficial ownership information.
• Non-compliance can lead to hefty fines and potential criminal charges.

Wyoming remains a top destination for business owners due to its strong privacy laws and pro-business environment. However, the BOIR introduces new federal transparency requirements that every business owner must address. If you need help with your filing or have questions about Wyoming LLC or Corporation compliance, consider consulting a professional registered agent or business compliance expert.

For more Wyoming business compliance tips and guidance, stay tuned to our blog!