Affiliate Marketers and the Beneficial Ownership Information Reporting Requirements
FollowUpdated 03/03/25: The Treasury Department said on March 2 that the agency will not enforce the Corporate Transparency Act’s Beneficial Ownership Information rule as written. The rule will supposedly be refined in the future to only apply to international companies conducting business within the U.S. You can check the FinCEN website for updated details.
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?
The updated deadline for most companies is now March 21, 2025, to file. There are some exemptions for companies in disaster areas.
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.
After several hearings and appeals, the previous injunctions again the regulation have been lifted. The next possible extension might be from Congress, which could push it to 2026. In addition, FinCEN is evaluating which companies need to file and it taking 30 days to “assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses.”
It is prudent for anyone who is required under the CTA to file the BOI to go ahead and get it filed just in case 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.
