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BOI question

  • 1.  BOI question

    Posted 11-01-2024 05:10 PM

    Good afternoon, my distinguished colleagues. I must have missed this in my reading. What, if any, are the BOI filing requirements for Single Member LLCs? I have a few SMLLC clients and expect questions on this. Also, is my understanding correct that simple Schedule C clients have no filing requirement? Thanks so much. 



    ------------------------------
    Andrew C. Demsky
    Andrew C. Demsky, CPA
    North Bellmore NY
    516-679-6504
    ------------------------------


  • 2.  RE: BOI question

    Platinum Most Valuable Member
    Posted 11-02-2024 09:21 AM

    Hello Andrew

     

    My understanding is that there are requirements for the SMLLC.  We are filing for them in my office.

     

     

    Abby Alhante,  CPA

     

    Kurcias  & Alhante, LLC  CPAs

    525 Broadhollow Road   Suite 104

    Melville NY  11747

    516.829-5890  Fax 516-829-3976

    Mobile 516-381-9301

    AbbyA@KurciasAlhanteCPAs.com

    ( E mail response preferred )

     






  • 3.  RE: BOI question

    Bronze Most Valuable Member
    Posted 11-02-2024 10:28 AM

    Any entity formed thru a secretary of state filing is subject - with limited exceptions.  LLC and LLP must file.  For a schedule C - if not an LLC, then no filing required.



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    Jay M. Menachem
    CPA
    JAY M. MENACHEM, CPA
    Garden City NY
    516-877-9277
    ------------------------------



  • 4.  RE: BOI question

    Posted 11-02-2024 02:07 PM

    Thanks so much for your kind and prompt response. Do you think filing a business certificate at Nassau County Clerk's office as a d/b/a i.e. Andrew C. Demsky d/b/a Andrew C. Demsky d/b/a Andrew C. Demsky, Certified Public Accountant constitutes any need to file? I am not a SMLLC, PC, etc.  The d/b/a does infers that my d/b/a was created by filing for a d/b/a since I could have practiced without it.

    What do you think?

    Thanks so much again - 

    Andrew



    ------------------------------
    Andrew C. Demsky
    Andrew C. Demsky, CPA
    North Bellmore NY
    516-679-6504
    ------------------------------



  • 5.  RE: BOI question

    Platinum Most Valuable Member
    Posted 11-02-2024 03:52 PM

    I do not think a DBA has a filing requirement because 

    But that is only INHO.  Here is what I read it.

     

    "(11)Reporting company.-The term "reporting company"-

    (A)means a corporation, limited liability company, or other similar entity that is-

    (i)

    created by the filing of a document with a secretary of state or a similar office under the law of a State or Indian Tribe; or

    (ii)

    formed under the law of a foreign country and registered to do business in the United States by the filing of a document with a secretary of state or a similar office under the laws of a State or Indian Tribe; and..."

    Let me know if you want me to do further research for anything more definitive. Maria 

     

     

     

    Abby Alhante,  CPA

     

    Kurcias & Alhante, LLC CPAs

    525 Broadhollow Road  Suite 104

    Melville NY  11747

    516.829-5890  Ext  2   Fax 516-829-3976

    Mobile 516-381-9301

    AbbyA@KurciasAlhanteCPAs.com

    ( E mail response preferred )

     

     






  • 6.  RE: BOI question

    Posted 11-02-2024 03:56 PM

    Thank you Abby.  I agree!



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    Mary Sherman
    CPA
    MARY SHERMAN, CPA
    Hicksville NY
    516-433-3734
    ------------------------------



  • 7.  RE: BOI question

    Posted 11-02-2024 10:40 AM

    Hi Andrew,

    According to FinCEN's BOI Small Entity Compliance Guide, page 2, if the company was created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe, then Yes - BOIR is required.  LLC's are created by filing with a secretary of state.



    ------------------------------
    Mary Sherman
    CPA
    MARY SHERMAN, CPA
    Hicksville NY
    516-433-3734
    ------------------------------



  • 8.  RE: BOI question

    Posted 11-02-2024 02:11 PM

    Hi Mary, Thanks so much for your reply. I was thinking that perhaps filing a business certificate at the Nassau County clerk's office to do business under an assumed name, i.e., Andrew C. Demsky doing business as Andrew C. Demsky, Certified Public Accountant, may be sufficient to cause a filing requirement??  



    ------------------------------
    Andrew C. Demsky
    Andrew C. Demsky, CPA
    North Bellmore NY
    516-679-6504
    ------------------------------



  • 9.  RE: BOI question

    Bronze Most Valuable Member
    Posted 11-02-2024 02:14 PM
    This filing - especially for a single member LLC takes all of 5 minutes

    Why all the hype about filing. Go online and just do it
    Sent from my iPhone





  • 10.  RE: BOI question

    Platinum Most Valuable Member
    Posted 11-02-2024 03:48 PM

    Because its new   and the penalties are severe.

     






  • 11.  RE: BOI question

    Posted 11-02-2024 03:39 PM

    Hi Andrew, I don't think the dba triggers the filing requirement.  The definition of a reporting company talks about "Under what law was the company created or formed?".  I don't think a dba creates or forms anything.  If I'm wrong, I'd love for someone to correct me.



    ------------------------------
    Mary Sherman
    CPA
    MARY SHERMAN, CPA
    Hicksville NY
    516-433-3734
    ------------------------------



  • 12.  RE: BOI question

    Posted 11-03-2024 03:56 PM

    Hi Mary, did you notice Stevee Mankowski's comment? He said as long as you don't file for a d/b/a no filing requirement. Am I then understanding correctly his comment means that if one of my clients who operates a simple Schedule C files at Nassau County clerk's office to do business under an assumed name then there is a BOI filing needed? 

    I'm beginning to think without a clear answer, suggest that the client files anyhow, or let the client defer the question to an attorney!

    Thanks again - Andrew



    ------------------------------
    Andrew C. Demsky
    Andrew C. Demsky, CPA
    North Bellmore NY
    516-679-6504
    ------------------------------



  • 13.  RE: BOI question

    Platinum Most Valuable Member
    Posted 11-03-2024 04:20 PM

    Its an interesting point you raise.  My reading makes me think that a filing is not required, for it is not an entity. But, we all know I could be wrong here.

    Let's hope someone chimes in and answers this question with the appropriate authority to reference.

     

    Abby

     






  • 14.  RE: BOI question

    Posted 11-02-2024 12:41 PM

    I belive SMLLCs are subject to FBAR reporting



    ------------------------------
    Joel Schleifer
    Own Account
    Delray Beach FL
    516-458-4622
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  • 15.  RE: BOI question

    Posted 11-02-2024 02:12 PM

    Thank you so much, Joel, for your kind and prompt response.

    With kind regards, 

    Andrew 



    ------------------------------
    Andrew C. Demsky
    Andrew C. Demsky, CPA
    North Bellmore NY
    516-679-6504
    ------------------------------



  • 16.  RE: BOI question

    Platinum Most Valuable Member
    Posted 11-02-2024 05:31 PM

    Andrew, SMLLCs are still under the filing requirements for FINCEN.  If they are only a sole proprietor, no filing requirement provided that they didn't register a DBA or fictitious name with their state.

    the primary rule of thumb (barring the 23+ exemptions) is that if there was a filing with the State, there is a BOI requirement.



    ------------------------------
    Stephen Mankowski
    MANKOWSKI ASSOCIATES, CPA, LLC
    steve@mankowski.cpa
    ------------------------------



  • 17.  RE: BOI question

    Platinum Most Valuable Member
    Posted 11-03-2024 11:51 AM

    Steve

     

    If I have an LLC, with three DBAs will each DBA need to file a BOI in addition to the LLC  ?

     

     

    Abby Alhante,  CPA

     

    Kurcias & Alhante, LLC CPAs

    525 Broadhollow Road  Suite 104

    Melville NY  11747

    516.829-5890  Ext  2   Fax 516-829-3976

    Mobile 516-381-9301

    AbbyA@KurciasAlhanteCPAs.com

    ( E mail response preferred )

     

     






  • 18.  RE: BOI question

    Platinum Most Valuable Member
    Posted 11-03-2024 09:50 PM

    Abby, it's ONE  filed BOI report per ENTITY.  As long as the DBA is related to the same LLC that you are filing a report for, nothing else you need to do.

    Steve



    ------------------------------
    Stephen Mankowski
    MANKOWSKI ASSOCIATES, CPA, LLC
    steve@mankowski.cpa
    ------------------------------



  • 19.  RE: BOI question

    Posted 11-04-2024 01:11 PM

    If they are only a sole proprietor, no filing requirement provided that they didn't register a DBA or fictitious name with their state. Steve,  good afternoon, I hope you don't mind taking a moment to expound on your comment in your earlier post as set forth above.

    So then a Schedule C d/b/a for which was filed with the county is a reporting company, barring any exemptions or other circumstances? Do you have a citation on that? I think many of us in the smaller practice environment have clients such as this. My BOI intro letter advises a client to go speak to an attorney. Your help is abundantly appreciated. Andrew  



    ------------------------------
    Andrew C. Demsky
    Andrew C. Demsky, CPA
    North Bellmore NY
    516-679-6504
    ------------------------------



  • 20.  RE: BOI question

    Bronze Most Valuable Member
    Posted 11-04-2024 01:41 PM

    Andrew,

    A Schedule C filer, who has a dba filed with the county, is not a reporting company since there is no "filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe".  

    Here is FinCen's BOI Small Compliance Guide, which will be helpful.  https://fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf



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    James Kalaitzis
    CPA
    JAMES KALAITZIS, CPA
    Commack NY
    631-670-7629
    ------------------------------



Discussion Disclaimer

The opinions expressed are the views of the author alone and should not be attributed to any other individual or entity and shall not constitute an accounting opinion.