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New BOI reporting guidance issued for short-lived entities and foreign companies

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As we approach Jan 1, 2025, the effective BOI reporting deadline for entities formed before Jan 1, 2024, the Financial Crimes Enforcement Network continues to refine its guidance to help ensure clarity and compliance by releasing crucial updates to its Frequently Asked Questions. The Sep 10, 2024, updates (FAQ PDF / FAQ website) shed light on some of the more nuanced aspects of BOI reporting and helped clarify some of the more pressing questions we continue to hear. 

For accounting firms and tax professionals, understanding these updates is critical in guiding the tens of millions of LLCs, closely-held businesses, and other small business clients through the complexities of BOI compliance.

Corporate Transparency Act and BOI: A quick review

As I detailed in an article last year, the Corporate Transparency Act is a pivotal part of the Anti-Money Laundering Act of 2020. It marks a significant shift in corporate transparency requirements in the United States, aiming to create a comprehensive database of beneficial ownership information accessible to law enforcement agencies and financial institutions. This initiative is designed to prevent the misuse of corporate structures for illicit purposes, including money laundering, terrorism financing, and tax evasion.

For more background on the Corporate Transparency Act and BOI reporting requirements, read my article Corporate Transparency Act presents opportunity and risk for firms.

The latest FinCEN updates and their implications

As with any new legislative or regulatory requirement, there is no lack of questions. The latest FinCEN FAQs are particularly relevant for companies that cease operations shortly after formation, foreign entities operating in the U.S., and reporting historical beneficial ownership information. 

Reporting requirements for short-lived entities (FAQ C.14)

One of the most significant clarifications from this FAQ update pertains to entities that cease to exist shortly after creation or registration. FAQ C.14 answers a question asked multiple times at every BOI webinar we host – does an entity still have to file if it ceases operation before its reporting deadline?

The updated guidance establishes a clear mandate: regardless of how quickly a company winds up its affairs, it must fulfill BOI reporting obligations.

Entity Creation Date BOI Reporting Deadline
Jan. 1 – Dec 31, 2024 Within 90 of receiving notice of creation or registration.
After Jan 1, 2025 Within 30 of receiving notice of creation or registration

While the requirement applies even if the company ceases to exist before the reporting deadline, no additional report is necessary if a company files its initial BOI report and then ceases to exist before the deadline.

Read the full text of FAQ C.14.

Implications for CPAs and tax professionals

With the clarification from FAQ C.14, those who are working with clients on BOI reporting should consider taking these three steps:

  • Advising clients to ensure they understand their BOI reporting obligations, even in cases of rapid business closure;
  • Maintaining heightened vigilance during company formation and dissolution processes; and,.
  • Implementing robust tracking systems to ensure compliance with these tight reporting windows.

Foreign company reporting obligations (FAQ C.16)

Addressing a critical gap in understanding for foreign entities operating in the U.S. market, FAQ C.16 is new. While the FAQ only asked whether foreign companies were required to report BOI if they had ceased operations before the BOI effective date of Jan 1, 2024, the guidance addresses when foreign companies are subject to BOI reporting requirements.

The three key points from C.16 regarding foreign entities are:

  • Foreign companies are exempt from BOI reporting if they ceased U.S. operations before Jan 1, 2024;
  • FinCEN considers a foreign company to have ceased U.S. operations when it completes the formal and irrevocable withdrawal of all U.S. registrations; and
  • BOI filing is required for foreign companies registered to do business in the U.S. on or after Jan 1, 2024. Even if they subsequently withdraw registration or had already wound up affairs before that date, they must file a BOI report.

Read the full text of FAQ C.16.

Implications for CPAs and tax professionals

C.14 provides much-needed clarity regarding foreign entities. Anyone working with foreign entities should consider:

  • Conducting a thorough review of any foreign clients’ U.S. registration status;
  • Assisting in determining the precise dates of registration withdrawal for any borderline cases; and,
  • Developing clear communication strategies to inform foreign clients of their reporting obligations, especially those who may have ceased U.S. operations but maintained registrations.

Historical beneficial ownership reporting (FAQ G.4)

The updated FAQ G.4 provides essential guidance on the temporal aspect of beneficial ownership reporting, addressing whether historical ownership information should be included in initial reports.

The general rule is that initial BOI reports should only include beneficial owners as of the filing date, but there is an exception.

The exception is specifically for a company that meets all of the following criteria:

  • It was created/registered during/after 2024;
  • It ceased operations before its reporting deadline; and,
  • The report is filed post-dissolution. 

If a company meets all three criteria above, the report filed should reflect BOI accurately as of the moment before the company ceases to exist.
Implications for CPAs and tax professionals

With any general rule usually comes exceptions, and FAQ G.4 isn’t any different. If you’re working with clients on BOI, consider:

  • Developing clear protocols for capturing “point-in-time” beneficial ownership information;
  • Implementing systems to track changes in beneficial ownership, particularly for clients nearing dissolution; and,
  • Educating clients on the importance of timely reporting and the potential need to capture historical data in specific scenarios.

Read the full text of FAQ G.4.

Strategies for compliance and client advisory

As accounting and tax professionals, your role in navigating these new requirements is crucial. As you consider the strategies below, make sure your clients understand that you are not providing legal advice; the client should engage legal counsel if such is required.

Read more about BOI and UPL in my article: CNA to provide CPA firms with BOI coverage

Education and communication

  • Develop comprehensive educational materials for staff and clients, including regular briefings on CTA requirements and FinCEN updates.
  • Create clear, concise communication templates to inform clients of their obligations.
  • Ensure you alert clients that you are not providing legal advice and that the client should engage legal counsel if such is required. This language should be included in your engagement letter with your clients.

Technology and process adaptation

  • Invest in or develop robust tracking systems for client entity statuses and reporting deadlines.
  • Implement automated alerts for approaching deadlines and status changes.
  • Establish transparent workflows for gathering and verifying beneficial ownership information.

Risk assessment and mitigation

  • Conduct thorough reviews of your client base to identify entities at high risk of noncompliance.
  • Develop tailored strategies for complex cases, such as foreign entities or companies nearing dissolution.
  • Consider partnering with legal experts for particularly challenging scenarios and cases where a legal opinion is necessary.

Proactive advisory services

  • Offer BOI compliance checks/reporting as part of your regular services.
  • Guide on structuring decisions that may impact BOI reporting obligations. Again, CPAs must make clear to the client that if a legal opinion is required, the client should consult a lawyer. Avoiding the unauthorized practice of law (UPL) is a must.
  • Assist clients in developing internal processes for ongoing compliance and updates.

Continuous learning and adaptation

  • Stay abreast of further FinCEN updates and guidance.
  • Participate in industry forums and discussions on CTA implementation.
  • Regularly reassess and refine your firm’s BOI reporting advisory services approach.

What’s next 

The latest FinCEN FAQ updates represent a significant step towards clarifying the nuances of BOI reporting under the Corporate Transparency Act. These clarifications offer both challenges and opportunities for accounting firms and tax professionals. By thoroughly understanding these requirements and their implications, you further position yourselves as invaluable advisors in an increasingly complex regulatory landscape.

As we move closer to full implementation of the CTA, staying informed and agile cannot be overstated. These updates on short-lived entities, foreign company obligations, and historical reporting are the latest guidance from FinCEN to respond to confusion and unanswered questions. Many unanswered questions remain, and continued guidance will be forthcoming.

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Accounting

In the blogs: Higher questions

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Valuations this year; handling interviewees; AI and accounting ed.; and other highlights from our favorite tax bloggers.

Higher questions

Haunting of the Hill House

  • Eide Bailly (https://www.eidebailly.com/taxblog): The House Ways and Means Committee planned to begin to publicly debate and amend tax legislation on May 13, with the ultimate goal to produce the “one big, beautiful” bill to extend the Tax Cuts and Jobs Act: “This is the stage where seemingly dead and buried ideas mysteriously come back to life to haunt the proceedings.” 
  • Wiss (https://wiss.com/insights/read/): Key highlights of the proposed beauty.
  • Current Federal Tax Developments (https://www.currentfederaltaxdevelopments.com/): And a bulleted summary.
  • Tax Vox (https://www.taxpolicycenter.org/taxvox): If Congress expands the Child Tax Credit with TCJA extension, who might benefit and what might it cost?
  • Tax Foundation (www.taxfoundation.org/blog): Policymakers will also decide the fate of the SALT cap. Debate rages about making the cap more generous, along with possible limits on pass-through workarounds and SALT deductions  by corporations. While capping business SALT could raise additional revenue, it would risk slowing economic growth.

Soft skills

Rational decisions

Tidying up

  • Boyum & Barenscheer (https://www.myboyum.com/blog/): Should you vacuum the meeting room? How many times should you talk with a candidate? Keys — some often overlooked — to effective interviewing.
  • The National Association of Tax Professionals (https://blog.natptax.com/): A WISP is the written information security plan that verifies how your firm protects taxpayer information. You can’t ignore them anymore, and here’s how to build a compliant one.
  • Taxing Subjects (https://www.drakesoftware.com/blog): An outstanding guide to SEO for accounting firms. 
  • AICPA & CIMA Insights (https://www.aicpa-cima.com/blog): Where does AI fit into accounting education? Everywhere.

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Accounting

House committee marks up tax reconciliation bill

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The House Ways and Means Committee held a hearing Tuesday to mark up the so-called “one, big beautiful bill” extending the expiring provisions of the Tax Cuts and Jobs Act while adding other tax breaks for tip income, overtime pay and Social Security income and eliminating tax credits from the Inflation Reduction Act for renewable energy as well as the Direct File and Free File programs.

“Today, this Committee will move forward on President Trump’s promise of delivering historic tax relief to working families, farmers and small businesses,” said committee chair Jason Smith, R-Missouri, in his opening statement. “The One Big Beautiful Bill is the key to making America great again. This moment has been years in the making. While Democrats were defending IRS audits on the middle class and tax carveouts for the wealthy, Republicans on this Committee got on the road, to hear from real Americans about how the 2017 tax cuts benefited them. This bill wasn’t drafted by special interests or K Street lobbyists. It was drafted by the American people in communities across the country.”

Democrats blasted the bill. “In 2017, Republicans passed a tax law that was supposed to pay for itself, raise wages, and help working families,” said ranking member Richard Neal, D-Massachusetts. “None of that happened. Instead, it exploded the deficit, worsened inequality, and left everyday Americans behind. Now they want to double down on the same failed playbook. One that rigs the system for billionaires and big corporations while everyone else pays the price.”

Among the provisions, the bill would make the expiring rate and bracket changes of the TCJA permanent and increase the inflation adjustment for all brackets excluding the 37% threshold, according to a summary from the Tax Foundation. The bill would also make the expiring standard deduction levels permanent and temporarily increase the standard deduction by $2,000 for joint filers, $1,500 for head of household filers and $1,000 for all other filers from 2025 through the end of 2028. It would also make the personal exemption elimination permanent, and make the $750,000 limitation and the exclusion of interest on home equity loans for the home mortgage interest deduction permanent. It would also make the state and local tax deduction cap, also known as the SALT cap, permanent at a higher threshold of $30,000, phasing down to $10,000 at a rate of 20% starting at modified adjusted gross income of $200,000 for single filers and $400,000 for joint filers.

Other changes and limitations to itemized deductions would be made permanent, including the limitation on personal casualty losses and wagering losses and termination of miscellaneous itemized deductions, Pease limitation on itemized deductions, and certain moving expenses.

The bill is likely to go through some changes when it goes to the Senate. “Politically, we’ve been talking about the process for the last couple months,” said Mark Baran, managing director at CBIZ’s national tax office. “Congress is finally able to pass a concurrent resolution to unlock the budget reconciliation process.”

“The House and the Senate have completely different instructions on what they’re going to cut and how they’re going to score,” he added. “Some of that’s very controversial, and that needs to be worked out. But now we’re getting into the actual crafting of provisions and legislation.”

According to a summary on the CBIZ site, the bill would make permanent and increase the Section 199A pass-through entity deduction from 20% to 23%, also known as the qualified business income, or QBI, deduction. The bill includes provisions that open the door for pass-through entity owners in specified service industries to use the deduction. It would also extend current deductions for research and experimental expenses through Dec. 31, 2029, and extend 100% bonus depreciation through that same date.

The bill would also allow businesses to include amortization and depreciation when figuring the business interest limitation through Dec. 31, 2029, while making permanent the excess business loss limitation.

In addition, the bill would retroactively terminate the Employee Retention Tax Credit for taxpayers who filed refund claims after Jan. 31, 2024. 

In keeping with Trump campaign promises, the bill would eliminate taxes on tips for employees in certain defined industries where tipping has been a traditional form of compensation. There would be a new $4,000 deduction for seniors that phases out starting at $75,000 of income. The bill would also eliminate taxes on overtime pay.

The bill would give individuals an above-the-line deduction for interest on loans used to purchase American-made cars, but that would be capped at $10,000 with income phaseouts starting at $100,000 (single) and $200,000 (married filing jointly).

The bill would also increase taxes on certain private college investment income up to a maximum of 21% on universities with a student-adjusted endowment above $2 million.

It would also roll back some of the renewable energy provisions from the Inflation Reduction, including a phaseout and restrictions on clean energy facilities starting in 2029, while also limiting or eliminating clean housing energy and vehicle credits. The bill would sunset major IRA clean electricity tax credits, including the clean electricity production tax credit (45Y), clean electricity investment tax credit (48E), and nuclear electricity production tax credit (45U) begin phasing out after 2028 and finish phasing out by the end of 2031; repeal hydrogen production credit (45V) for facilities beginning construction after 2025, according to the Tax Foundation. It would also phase out advanced manufacturing production credit (45X) for wind energy components after 2027, for all other eligible components after 2031. Across several IRA clean energy credits, the bill would repeal transferability after the end of 2027 and further limit credits based on involvement of foreign entities of concern. On the other hand, it would expand the clean fuel production credit (45K), and tighten rules on the 126(m) limitation for executive compensation.

The bill would terminate the current Direct File program at the Internal Revenue Service and establish a public-private partnership between the IRS and private sector tax preparation services to offer free tax filing, replacing both the existing Direct File and Free File programs.  

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Accounting

FASAB mulls accounting impact of federal reorganization

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The Federal Accounting Standards Advisory Board is asking for input on emerging accounting issues and questions related to reporting entity reorganizations and abolishments as the federal government endures wide-ranging layoffs and reductions in force, including the elimination of entire agencies by the Elon Musk-led Department of Government Efficiency.

“Federal agencies and their functions, from time to time, have been reorganized and abolished,” said FASAB in its request for information and comment

Reorganization refers to a transfer, consolidation, coordination, authorization or abolition of one (or more) agency or agencies or a part of their functions. Abolition is a type of reorganization and refers to the whole or part of an agency that does not have, upon the effective date of the reorganization, any functions.

The Trump administration has recently moved to all but eliminate parts of the federal government such as the U.S. Agency for International Development and the Consumer Financial Protection Bureau, and earlier this month, Republicans on the House Financial Services Committee passed a bill that would transfer the responsibilities of the Public Company Accounting Oversight Board to the Securities and Exchange Commission. 

FASAB issues federal financial accounting standards and provides timely guidance. Practitioner responses to the request for information will support its efforts to identify, research and respond to emerging accounting and reporting issues related to reorganization and abolishment activities, such as transfers of assets and liabilities among federal reporting entities. The input will be used to help inform any potential staff recommendations and alternatives for FASAB to consider regarding short- and long-term actions and updates to federal accounting standards and guidance in this area.

The questions include:

  1. Have any recent or ongoing reorganization activities or events affected the scope of functions, assets, liabilities, net position, revenues, and expenses assigned to your reporting entity (or, for auditors, your auditees)? If so, please describe.
  2. What accounting issues have you (or your auditees) encountered (or do you anticipate) in connection with recent or potential reorganization activities and events?
  3. Please describe the sources of standards and guidance that you (or your auditees) are applying to recent, ongoing, or pending reorganization activities and events.
  4. Have you experienced any difficulties or identified gaps in the accounting and disclosure standards for reorganization activities and events? What potential improvements would you recommend, if any?

FASAB is asking for responses by July 15, 2025, but acknowledged that late or follow-up submissions may be necessary given the provisional nature of the request. Responses should be emailed to [email protected] with “RERA RFI response” on the subject line.

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