Ep. 99 | The Corporate Transparency Act: What You Need To Know
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John Tripolsky:Hey, everybody. Welcome back to the Teaching Tax Flow podcast, episode 99. We are here one away from 100, and I'll probably say it about 3 or 4 more times in this episode because we are extremely excited. Not even gonna give you a teaser what's coming up on that one. We've got some big news to share with everybody, but before we jump into today's topic, let's take that brief moment and thank our episode sponsor.
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John Tripolsky:Everybody, and welcome back to teaching tax flow, the podcast. As you've seen in the intro, the title, if you read there, we're gonna talk about something that piques a lot of interest. And I would be completely remiss if I did not mention that we are 1 episode away from 100. That's right. We're turning triple digits.
John Tripolsky:We're getting older as they say or I don't know. I'm sure the kids got a term out there now that they refer to that as, but, you know, we we won't go down that rabbit hole. But with this topic today, we brought on a great guest, which we'll introduce here in a moment. And, again, this is a topic that it seems like there I wouldn't necessarily say there's misinformation out there. There's almost a lack of information, and definitions, etcetera, that's out there.
John Tripolsky:So we're gonna get into it. We're gonna dive into it, but I guess we had to have him back. Chris Pacquero. How's it going, my man?
Chris Picciurro:It is going wonderfully. Thank you very much for having me back. Excited to be here. I'm very excited about our special guest this week. I I'm not kidding you.
Chris Picciurro:It as a as a CPA and and owning a a CPA firm and tax planner, I get asked at least 5 times a week about the topic that we're going to discuss today. And we are going to discuss what we call BOI, beneficial ownership interest or information reporting, due to the Corporate Transparency Act. So anyone that has an entity, it could be an LLC, it could be a corp. In general, if you file with the state and you own an entity, you have additional federal reporting to do separate from preparing a tax return, and the penalties for not conforming to this are significant. Right.
Chris Picciurro:Little bit little bit more than slap on
John Tripolsky:the wrist. Right? It's a little bit little bit harsher.
Chris Picciurro:Right. No. I'm definitely not excited about the Corporate Transparency Act, but it's here. It's been here for a while. We are sitting now 2 thirds the way through 2024.
Chris Picciurro:Time is slipping away here. And for the vast, vast majority of entities, their filing deadline is December 31st this year. And if you're going to be working with a professional, which I would recommend you you you deeply consider, you know, there's a there's a something called supply and demand, and that's that means that as time gets closer to the end of the year, the cost of compliance and the stress is going to increase. So but without further ado, I'm gonna I'm gonna shut up. I'm gonna introduce our special guest.
Chris Picciurro:She is a wealth of knowledge. We have been working with her in our private CPA practice and and we're asking her we've been pestering her with questions for months about this, and then we said, dang it. Let's have her on the show. Angelina Urquhart, welcome from Corpnet. Thank you so much for joining us.
Angelina Urquhart:Thank you. Thank you so much. It's my pleasure. Thank you very much. Yeah.
Angelina Urquhart:I understand, the BOI is gonna be a bit of a headache for a lot of people because we just have to get used to yet another regulation. Right? But I'm here to help.
Chris Picciurro:Absolutely. And that's that's the key is it's something that well, first thing I want people to understand that something's separate from your tax return or your your income tax return. This is a a self reporting requirement, that anyone with any type of entity in the United States has to comply with, and and the penalties are stiff. But let's talk first about, the BOI or beneficial ownership information reporting And talk about the corporate transparency act and and what that you know, what type of entities are required to to report, and who are they reporting to, Angelina?
Angelina Urquhart:So they're reporting to FendCen, which is a, which is a federal entity that basically is is, well, I'll I'll put it this way. The the guide is to get rid of people being able to own entities and not take responsibility of them. They want to be able to have a person at the end of every entity that they can tap on their shoulder when and if there's something a little amiss with the operations of a particular entity. So the day of you creating an LLC and having it owned by another LLC is still there, but you still have to now indicate this is a managing person, or this is the person who's benefiting from the operations of that of that entity. To answer your question about who has to do it, it's gonna be most LLCs and most corporations.
Angelina Urquhart:Non profits, you don't have to because they already know who you are and where you are. If you're grossing over $5,000,000 and your home's in your, US based, they already know who you are and where you are. So it's everybody outside of that for the most part. Heavy hitters, they know who you are. They they already know.
Angelina Urquhart:Before you even open your mouth to to identify yourself, they know where you are. So it's it's the mom and pops. It's the small entities. It's the, you know, I'm grossing 3,000,000. They wanna know who you are and who's benefiting from that.
Chris Picciurro:Right. Fence Fund is it stands for Financial Crimes Enforcement Network, and it's it's a bureau of the United States Department of Treasury. And that's what I think people don't understand. I mean, shoot. I've talked, just even today, talked to someone, very intelligent business owner, says, well, I I registered my LLC with the state.
Chris Picciurro:And, you know, that state it could be anywhere. It happens to be the state of Tennessee for this person. However, the federal government really has no way to figure out who owns those entities. And it would take an extreme amount of resources for them to dive into every state filing. And even if you have a state filing, a lot of times a registered agent or a third party is going to file on behalf of an individual.
Chris Picciurro:So this is a way for entities to self report who ultimately is the owner of these entities, and it's the purpose of this law is anti money laundering. I mean, that's that's really in in trying to figure out who the bad guys are out there and and make sure that money is not funneled into the country either illegally or for terrorist activities. Exactly. And that's why the Corporate Transparency Act, excuse me, was was born. Now just like any law, sometimes there are there are repercussions to the law.
Chris Picciurro:And so maybe especially people in in Washington, DC, sometimes they don't think through the real ramifications of creating a law. So, they need Oh, no.
Angelina Urquhart:They never think through.
Chris Picciurro:No. Of course.
Angelina Urquhart:Because and Angelina has mentioned But you know, I wanna add to what you said there, if I could. You know, we have country we have states that states like Delaware and Wyoming that do not require on a state level for the, business owner to to expose themselves. So for a large, portion of America, these businesses are operating and there is isn't anyone saying we need to know who you are. So I think that that tends to add to the reason for this particular regulation.
Chris Picciurro:That's a great point, and and that's where even if the federal government took its resources and contacted each state to try to figure out who owns these entities, many states don't even allow that. And that's why, you know, one of the things that Corpnet does besides we're we're here to talk about the BOI today, but does act as a registered agent. We I mean, I could speak quite candidly for myself. We've worked with Corpnet to form an LLC, one of our LLCs ourselves, so they act as a registrar agent, they act to help form those LLCs, and a lot of times, like Angelina mentioned, there are certain states that have a little more privacy around that information. Wyoming, Nevada, Delaware are usually the the usual suspects from what I'm seeing.
Chris Picciurro:So the federal government, even if they tried to query that database, it it would be very limited Right. What they're what they're finding. Angelina did point out something as well. There's a list of exceptions to this rule. So there are certain businesses that do not have to file.
Chris Picciurro:I'm gonna tell you the vast, vast majority of our private CPA firm clients and anyone listening to this has to file. You know, it's the big, big dogs, right, that that don't have to file. They're already already publicly traded and prob or they're an insurance company, like, that already has to disclose all this information anyway. So
Angelina Urquhart:Or bank, you know, security entities. It it is for the most part, it's gonna be everybody that's probably tuning into this podcast because anybody outside of, you know, outside of the people that we're talking to now probably will will have to we'll have to file. Even and I will also like to add, even if you closed your entity in 2024, if you went to the secretary of state and dissolved your entity, you still need to do it. Because they wanna know what has been done prior to that closure. And you'll probably have to do it just that one time, but especially if there's been any money of of significance, like $1500 or so.
Angelina Urquhart:You opened up a bank account. You still need to get this filed.
John Tripolsky:That's actually interesting. That's the first time I've heard that one. And and, actually, if I can connect a a couple dots here too. So really, CTA, you know, it's, you know, me being the marketing guy, I'm like, oh, call to action. It's not it.
John Tripolsky:Corporate transparency act is what CTAs referred to, and then there's BOI. So beneficial ownership information reporting is kinda what that is. Right? So, really, for those that may this might be the first time that they're hearing of this. Really, the the CTA, so the corporate transparency act is obviously just that.
John Tripolsky:That's that's the act, you know, that's put in place. And then BOI is basically the requirement that comes in under that act.
Angelina Urquhart:Correct.
John Tripolsky:Okay. Yep. Just kinda laying that out there because I know we we kinda use them a lot, you know, in coots with each other.
Angelina Urquhart:1 of the same thing.
Chris Picciurro:Yeah. So so we identified that what what the are the affected entities. There are some very there are some exceptions, but the vast majority of entities do have to do have to fulfill this requirement. Angelina mentions it's LLCs, it's corporations, but in general, think about any entity that you file paperwork with the state to form. So like a sole proprietor would not have to file.
Chris Picciurro:Right? Because they don't own an entity. Angelina, on the on the beneficial ownership interest, what type of people have to be identified on this report, for an and let's so let's say we have a corporation.
Angelina Urquhart:So this is going to be directed towards anyone that has 25% or more ownership. So if it's you and your kid, and maybe you've issued 16% to your kid, but they you know, they're 18. They're, you know, they're 20. They they don't have a significant amount of skin in the game. They're not it it doesn't apply to them.
Angelina Urquhart:It applies to anyone that owns 25% or more. And you would have to refile if you were a single LLC member, for instance, and you decided to take on a partner and you're splitting that ownership, you're gonna have to refile.
Chris Picciurro:That's a great point. So there and that's something where I I've had a lot of I've had a lot of spirited conversations with other tax professionals about doing this type of work. And and then there's this whole this whole concept of is are we really are tax is this legal work? Are we attorneys? You know, I don't really look at it that way.
Chris Picciurro:I think that but you made a great point. Yeah. You can file a report. So let's say John and I create a corporation, we own 50 50% each, and we file our BOI. Right?
Chris Picciurro:And let's say we bring Angelina as a 3rd owner in the middle of the year, now we all own a 3rd. We have to go file again within a very short time period or there could be we're gonna talk about penalties in a little bit, but there could be significant penalties even if we change our address or anything changes on this form. Can you talk a little bit about that too?
Angelina Urquhart:Yeah. So, the idea, I think, was that, well, definitely, it's not a yearly requirement. The only time that you would have to refile it is if the business moves, if the owners move, if there's a change of percentage of ownership amongst the, you know, the registered owners, or if the identification that you used to prove who you are changed, expired. So oftentimes, I tell people, use your passport. Your passport tends to have a lot more time on it than than your driver's license.
Angelina Urquhart:And you can always stick a little sticker in your passport in the back and just, you know, note to self you need to refile your BOI when you're rejoining your passport, you know, that kinda thing. But for the most part, it it's probably gonna be for most people every 4 years, 5 years if they use their IDs.
Chris Picciurro:That's an amazing point. Right. So it's it's it's a filing. So think about this if you listen. It's a one time filing to start.
Chris Picciurro:However, every time there's a change to your filing, it that has to be reflected in. And we're gonna like I said, we're gonna talk about penalties at the end here, but something as easy as a driver's license expiring or you move. If you move, there's a filing requirement or the business address moves where you bring on a new owner of 25%. And that's really, I mean, that we have we know people that I was talking to another CPA last month and actually, earlier this month, and they said they have a client with a 150 rental properties. Every rental property has a separate LLC.
Chris Picciurro:That's a 158 filings. Not doing those filings would would probably be about a 6 figure penalty. So that's it's all relative. And that's why I think that everyone needs to really consider, you know, consider if this is something that they wanna tackle. But I that great, I mean, I didn't even realize.
Chris Picciurro:I knew if you changed addresses, you had to re you had to amend your filing, but great point on an expiring passport or or if you get married or if you anything that could that could so it the worst thing you do is ignore this, obviously. I'm sitting here again kinda jotting notes down, and it's little tips like that too that are are the reminders. Because, again, this is not something like, oops, I forgot to pay a parking ticket. And, you know, okay. You just go pay the 10, $15 and call it call it a day.
John Tripolsky:I mean, this is very, very significant. And again, kinda echo what Chris says, I love that little recommendation about the passport. Like, that is it sounds wild, but, yeah, it's like relating it to something that you almost think about more than that. You know what I mean? There and even if you don't plan on traveling, really renew your passport.
John Tripolsky:And then, Chris, a question for you too. I mean, with with tax pros. Right? So we've been traveling a little bit. We've been to a lot of conferences over the past, you know, 2, 3 months.
John Tripolsky:And, yeah, there's it seems like in the in the community of tax professionals, there's a lot of kind of up in the air. What are we gonna do with this? And it and from what I'm hearing, a lot of them are really finding a partner to work with because it's not something that a lot of them are gonna do in house. Right? So it's you know, obviously, we have a resource.
Chris Picciurro:Yeah. It's all over the board. It is all over the board. Some of them are trying to take it on. My my thought is always with our private CPA practices and in the Teaching Tax Law community, what's best for our our our clients?
Chris Picciurro:And what's best for our clients is to work with a professional firm that's committed to to not just this, but other other entity related services that is extremely economical for the service provided, that's dedicated to it. Because, ultimately, you know, if you're a tax professional and you are in the grind of of of tax compliance season and it's March 1st and you've got a you're up to your years in tax returns and you have a random client that says, hey. By the way, I moved and I changed my address. What are the chances that you might forget to update your BOI reporting and and now your client could get penalized heavily? So that's where I think that it's just best to to work with someone or have some type of a system or process.
Chris Picciurro:You know? Because think about it. You've gotta track the expiration dates of all these identification number identification pieces as well. So there's a lot to there's a lot to consider, and I can get one thing one other thing that I I spoke with a bunch of bankers. Don't make a big habit of that.
Chris Picciurro:However, there's some there's some chatter out there that some of the banks will be even to set up a bank account requiring that you prove that you did your BOI reporting.
Angelina Urquhart:Oh, absolutely. That's a requirement to open up the bank account now. They wanna see that with your operating agreement, with your articles. They wanna see that you've done your due diligence. And and a lot of our clients found that out right away.
Angelina Urquhart:So there's just no skipping this.
Chris Picciurro:Yeah. They found out the hard way that they they rolled into the bank to set up their account with their federal ID number and they
Angelina Urquhart:Exactly. Uh-oh.
Chris Picciurro:What do we what do we got going here? And then I think the banks will sweep through and eventually get out, especially if they have a loan out, if they have a you know, there's there's this it's one of those things that, yes, is it pesky? I look at it like this. It's it's basically the equivalent of putting on your seat belt. You know?
Chris Picciurro:For people that grew up
Angelina Urquhart:It's a necessary evil.
Chris Picciurro:Yeah. It is a necessary evil. And and for people that, like, maybe my parents' age that never wore seat belts until you had, dude, it's it's it's kind of annoying. For people my age that we grew up, always put our seat belt on, it's muscle memory. When you get a car, you just put that seat belt on like this, but if you don't, it's and it was it easier to not have your seat belt on?
Chris Picciurro:Sure. It's but what happens if you a lot of bad can happen if you don't? A lot of bad. And that's what you've gotta consider. However, you know, and there are rule there's a rule why we should have safety belts.
Chris Picciurro:We were you know, that's just that's just the way
John Tripolsky:it is. Although, Chris, I think we were I think we were both around when the, the Buick, Was it a Buick, the little woody station wagons where the seat was facing backwards? I don't remember there being seatbelts on those things.
Chris Picciurro:Yeah. The but there might be.
Angelina Urquhart:There wasn't.
Chris Picciurro:No. There's
Angelina Urquhart:Listen. I'm from New York. And and in the cabs, we had the front and back face cabs, and there was no seat belt.
Chris Picciurro:That's a good point.
Angelina Urquhart:There's no seat belt.
Chris Picciurro:Let's
Angelina Urquhart:talk. And the station wagon.
John Tripolsky:Gosh. Yeah. Yep. The station the station wagons are always scary. Those things, it's like
Angelina Urquhart:Yeah.
John Tripolsky:You get hit anywhere in those things.
Angelina Urquhart:It's You're dying.
Chris Picciurro:Oh, yeah. No. We, We we've got some funny stories driving in a in a hatchback. So let's talk about time frame because then and then we'll wrap up with penalties, Angelina. Because there are different rules for when your entity was actually created.
Chris Picciurro:And and can you kinda talk us through that a little bit?
Angelina Urquhart:So if you create your entity in 2024, you have 90 days to comply. If you've created your entity prior to 2024, the Federal Government has given you a grace period to comply by December 31st. In 2025, the reigns are tightened. You have 30 days for every new entity. And if there's any changes from the date of the accepted change, you have 30 days to refile.
Chris Picciurro:30 days goes quick, not 30 business days.
Angelina Urquhart:Yeah. Yeah.
Chris Picciurro:And and that's a great point, Angelina, because, originally, it was 30 days for that the new filing and not and they said, wait. That's a that's a lot. So that way, they gave you're right. They gave people grace for 2024 for those new entities, but that's gone.
Angelina Urquhart:That's gone.
Chris Picciurro:And that's why, you know, I think that having a company that or working or if you do it on your own, just having a way to monitor any of these changes and reporting them in a in a prompt fashion, is is important. So, yeah, those penalty so those are so if you had an entity you just created this year, you have a little more grace. If you've created it before 2024, then you have until Jan or December.
Angelina Urquhart:31st. You have till the
Chris Picciurro:end of this year to to to to comply, to file that. But I would not wait towards the end of the year. I I I think the Fence and website could honestly, I think it's gonna crash at the end of December. Right.
Angelina Urquhart:That's what we're seeing. And and that's the the kind of conversation that we're seeing across the industry is that the pricing is gonna go up in terms of getting it done because it's the onus is gonna be on us to make sure that your filing is done correctly. Right? So and it's a it's a seat that we sit in comfortably. We do compliance.
Angelina Urquhart:We do compliance. We help people keep their entities in good standing. And this is a bigger deal than, oh, I forgot to file my annual report. Because the penalties for this is a lot worse than, you know, what you have to do in some states.
Chris Picciurro:Yeah. If you if you forget to file your annual report as an LLC, usually, it's a slap on the wrist, like, $50, $25. And, again, you should always file it. This great segue to the final top point here, Penalties are civil and and and criminal penalties for not complying that are significant. Could you kinda guide us through that?
Angelina Urquhart:I would love to tell you. Can I can I interject one one thing? Because I wanna make sure that we mention this, because I think it's kind of important. Now it is it is the law of the land as it is right now. There are a couple states that are litigating to get it turned to get it negated.
Angelina Urquhart:However, at the end of the day, how long does it take for litigations to go through the court system? As of right now, it's a requirement. Not one state has been given, you know, you know, an exemption. So to say, okay. Well, I'm gonna state that I know that they're trying to fight against it.
Angelina Urquhart:That's all well and good until that court decision comes down. So I would I would definitely error on the side of protecting yourself as opposed to saying, oh, well, I know my state fighting a good fight. Don't do that. Go don't get caught up in in that kind of stuff because it's not worth it, in my opinion.
Chris Picciurro:I mean, unless you unless you could prove that you show someone the rock that you lived under, it's gonna be hard to prove that that you weren't aware of it. You know? But, again, it's things happen. Right? I I would say that the more common omission would be the new entities where you just don't know.
Chris Picciurro:You're a new business owner.
Angelina Urquhart:Exactly. Exactly. It's lonely down there and dark.
Chris Picciurro:Uh-huh. I agree. That's why we, you know, think that's a great way to kinda wrap things up is this is this isn't going away. It's, it's something ultimately it's it's a safety belt for our the the federal government feels this is our our safety belt from financial crimes and, then they'll reference that Al Capone, you know, went to jail for tax evasion and not all the other bad stuff he did. You know, there was this case in Alabama, but but unless you're a part of that case that you you didn't, just get it done.
Chris Picciurro:It's not that big of a deal. It's only a big deal if you make it a big deal. And at this point, why why ride it out? You know? Put your safety belt on.
Chris Picciurro:And and we're gonna put in the show notes, you know, if if if you're at a crossroads and if you need some assistance, Angelina and Corpnow is kind enough to provide any of our teaching tax flow podcast listeners a a discount on this reporting. You know, Angelina's been kind enough to extend her time to us and answer any questions as well. So, we'll put that out in the show notes like I said. Don't don't be an ostrich. Don't just put your head in the sand.
Chris Picciurro:So and you never know. And and the other thing is you might you know, I've run into the situation where I've had I've had some clients, realize that they actually they went to do this and and they realize they haven't filed their their renewals with the state for the last few years. If that's the case, definitely reach out to us here at Teaching Tax Law. Reach out to Angelina and Corpnet. They can they can help you act as registered agents, help you file for those LLCs, those corporations, and make sure that you stay in compliance.
Angelina Urquhart:Absolutely. That's what I'm here for.
John Tripolsky:Hey, Angelina. Thank you so much for joining us on this. I know we
Angelina Urquhart:Thank you.
John Tripolsky:We've had these brief discussions on this kinda leading up to it, and the timing is perfect. So we definitely appreciate your time.
Angelina Urquhart:Thank you. Thank you so much, guys. It was so nice doing it. Call me anytime.
John Tripolsky:Absolutely. And everybody that's listening to this, as Chris had mentioned too, in the show notes, wherever you listen to this podcast, we're gonna put that direct link in there where you can schedule some time with Angelina. And don't be afraid to ask those questions because don't worry. Me and Chris have already grilled her on pretty much everything we can think of, and we haven't scared her away. So it's very doubtful that you will do the same.
John Tripolsky:And I believe, Chris, it was last episode. One of us said it. I don't know if it was me or you, but this is a great example of it as well too. Like, ignorance is not bliss when it comes to this. I mean, this this is not going anywhere that we know of, right, for the foreseeable future.
John Tripolsky:So even if you do shove it under a rug, that little guy is gonna poke up, and it's gonna bite you, really, really hard, and it's not gonna you know, it's not like you can just ignore this, and and there will definitely be some repercussions. You know, we just we don't know exactly how bad or how much they're gonna enforce them, but, Angelina, like you had mentioned, the likelihood is that they will in some way, shape, or form whenever they decide to do so. Definitely definitely take advantage of the time that you have here to do this much easier. And then, you know, obviously not regret it later on when your, your pocket is yelling at you, your wallet's yelling at you as you do. So take the advice that Angelina gave you as well, you know, maybe associated with that passport, some of your state filings.
John Tripolsky:Take advantage of it. Knock it out, and we will see you next week, episode 100 on the Teaching Tax Flow podcast. Thank you everybody for joining us, and we will see you very, very soon.
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