Energy & Sustainability Compliance with the Corporate Transparency Act — October 2024

A reporting company’s BOI report must include the following information about itself, its beneficial owner(s), and, if formed on or after January 1, 2024, its company applicant(s):

• The reporting company’s legal name and any trade names, its US street, city, and state address of its principal place of business, and its Taxpayer Identification Number (TIN)/Employer Identification Number (EIN) (or similar identifying number).
• Each beneficial owner’s legal name, DOB, residential address, and unique identifying number from a US passport, state driver’s license, or similar identifying document.
• If applicable, each company applicant’s legal name, DOB, residential, and unique identifying number from a US passport, state driver’s license, or similar identifying document.

A beneficial owner is any individual who, directly or indirectly, exercises substantial control[2]over the reporting company or owns or controls at least 25% of the ownership interests[3] of the reporting company. A reporting company will always have at least one individual with substantial control.

A company applicant is (1) the individual who directly filed the document that formed/registered the reporting company, and (2) if applicable, the individual who was primarily responsible for directing or controlling the filing of the formation/registration document. No reporting company will have more than two company applicants.

NOTE:Reporting companies and individuals may electronically apply for a FinCEN identifier, a unique identifying number provided by FinCEN, to streamline the reporting process. The same information outlined above must be provided when applying for a FinCEN identifier, but then the FinCEN identifier can be used on all BOI reports going forward in place of the otherwise required information.

All reporting companies formed/registered on or after January 1, 2024 must file their BOI reports within 90 days of the company’s formation/registration.

All reporting companies formed/registered before January 1, 2024 must file their BOI reports by January 1, 2025.

Reporting companies must also update and correct information provided in their initial BOI reports within 30 days of a change to such information, and individuals must update and correct information provided in their FinCEN identifier applications.

FinCEN has set significant penalties, including without limitation individual liability for beneficial owners, for:

• Willful reporting violations: Punishable with a civil penalty of up to $500/day while the violation continues, with a possible criminal fine of up to $10,000 and up to two years in prison.
• Knowingly disclosing or using beneficial ownership data without authorization: Punishable with a mandatory civil penalty of $500/day while the violation continues, plus a possible criminal fine of up to $250,000, 5 years in prison, or both.

Senior officers of a reporting company bear individual liability for reporting violations, in addition to the individual who actually caused such violations.