Affiliate Marketers and the Beneficial Ownership Information Reporting Requirements
FollowUpdated 01/16/25: The reporting requirement has been PAUSED until the appeal can be heard (March 2025) or the United States Supreme Court intervenes. From FinCEN:
“In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.“
Have you filed your BOI as required by the CTA? Was the CTA blocked and then unblocked and then blocked again?
Does that sound like a lot of mumbo jumbo? Maybe, but it also might apply to YOU!
What Is the BOI?
Under the Corporate Transparency Act (CTA), certain companies need to file a Beneficial Ownership Information (BOI) report. This form includes identifying information about individuals who directly or indirectly own or control a company. The purpose of the law is to provide transparency into who is benefiting from companies.
Who Has to Fill Out the BOI?
U.S. companies that are corporations, limited liability companies, or any other entities created by the filing of a document with the secretary of state or any similar office in the United States must fill out the BOI. Foreign companies that are registered to do business in the United States by filing a similar document must also comply.
This could be almost any affiliate marketer: an agency, a publisher, a solution provider, a network– just about every member of the PMA!
23 types of entities are exempt from filing, which you can read more about in the BOI FAQ. If you are an affiliate marketer, you very likely do not fall under one of the exemptions.
Sole proprietorships that were filed just to get an IRS employer number, a business name, or a professional license do NOT have to file the BOI unless they filed a document with the secretary of state or a similar office.
“Beneficial Owners” who need to be listed include individuals who “own or control” at least 25 percent of a company or have “substantial control” over the company. “An individual might be a beneficial owner through substantial control, ownership interests, or both.” “An individual exercises substantial control over a reporting company if the individual meets any of four general criteria: (1) the individual is a senior officer; (2) the individual has authority to appoint or remove certain officers or a majority of directors of
the reporting company; (3) the individual is an important decision-maker; or (4) the individual has any other form of substantial control over the reporting company.”
When is the BOI Due?
Companies registered before January 1, 2024, have until January 1, 2025, to file (now January 13 but paused pending appeal). Companies registered after January 1, 2024, have 90 calendar days after receiving notice (actual or public) that their registration is effective. There were also some extensions given due to the hurricanes this year.
BOI Filing Details
There is no fee to file it yourself, and it takes less than 20 minutes once you have collected your documents. You can find the election filing form here: https://www.fincen.gov/boi
Company information necessary for the form includes legal name, “doing business as,” address, registration jurisdiction, and TIN. The form also requires basic information about company owners including name, address, date of birth, and an identifying number such as passport or driver’s license along with a photo of that identification.
You do NOT need a lawyer or accountant to fill this out for you, buf if you have a complicated corporate structure, you may want to seek their advice. Once it is filed, it does not need filed again unless the information needs updated.
Failure to file could result in a fine of $591 a day.
Did the Courts Block the BOI? Do I Still Need to File?
The U.S. District Court for the Eastern District of Texas did bar enforcement of the Corporate Transparency Act. The Fifth Circuit Court of Appeals issued an order on December 23, 2024, granting a stay of that injuntion. FinCEN reinstated the reporting requirment with a deadline of January 13, 2025. On December 26, the Fifth Circuit reversed itself and issued an order once again staying the injunction. This means that the reporting requirement is again paused. We are now waiting for either the Fifth Circuit Court of Appeals to hear the case in March 2025 or for the U.S. Supreme Court to take up the issue.
It is still prudent for anyone who is required under the CTA to file the BOI to go ahead and get it filed just in case the earlier decision of the Fifth Circuit stands and the deadline is not extended. Alternatively, you can have your required documents on hand and file it if the stay is lifted.
For further information, see the extensive BOI FAQ.
We will update PMA members as we learn more.
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