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Urgent Update: Understanding FinCEN Reporting

Are you aware of the new FinCEN guidelines for Beneficial Ownership Reporting? If not, you should be! 

Independent pharmacies are right in the crosshairs of the new guidelines, and we want to keep you protected.  

On this special episode of The Bottom Line Pharmacy Podcast, we sit down with Scott Burnett from Burnett & Associates to discuss beneficial ownership reporting, why it matters, and more!  

Tune in below. 

The Bottom Line Pharmacy Podcast is your regular dose of pharmacy CPA advice to fuel your bottom line, featuring pharmacists, key vendors, and other innovators.

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If you want Burnett & Associates to help you with your FinCEN filing, use promo code Sykes20 for $20 off your FinCEN filing.  

Interested in learning more about FinCEN, and corporate minutes & resolutions and Burnett & Associates? Click the links below to learn more:   

Burnett & Associates Website

Burnett & Associates Facebook  

Burnett & Associates Instagram 

Burnett & Associates YouTube 

Scott Burnett LinkedIn

More resources on this topic:  

FinCEN BOI 

BOI Client Letter 

AICPA FinCEN FAQs 

Scott Burnett on the new FinCEN guidelines

If you prefer to read this content, the video transcript is below:

Scotty: Good morning, everybody.   

Bonnie: Depends on when you listen to it, Scotty.   

Scotty: I guess so. We got a special episode today of The Sykes Bottom Line Pharmacy Podcast. And today we have Scott Burnett with Burnett and Associates, legal firm there. We’ve been working with your group, Scott, for  many, years, going back to the early 2000s, thereabouts. Yeah. where you guys have,  helped a lot of our clients with corporate minutes and things like that. in fact, I think you went to a few maybe pharmacy trade groups or trade shows you, you’ve been a few of those, so I’m sure you have quite a bit of pharmacy clients over there, but… 

Bonnie: Scott just got finished saying that his kids try to age him by asking him if dinosaurs were around and you just asked him if he was working with us in the early 2000s… 

Scott Burnett: What? Hey! Yeah, yeah, I’m here. Dad is here. 

[Laugh break] 

Bonnie: Okay.   

Scotty: Yeah. So, but we got a hot topic today, Scott, and you, I joined a webinar that you put on about it, Beneficial Ownership Information Reporting. That is a new regulatory requirement through FinCEN Department of the Treasury that’s going to impact just about everything. 

Bonnie: B.O.I.   

Scotty: B.O.I. Boy, boy oh boy.  And, pharmacies are in the crosshairs for this. So, Scott, why don’t you give us a little intro on that and just. 

Scott Burnett: Okay, what we’re talking about is a law that’s been in process for several years now. It was originally under the Anti Money Laundering Act, and it’s been going through these little maturations, but it is, under the Treasury Department, as you mentioned, And it’s under FinCEN, Financial Crimes Enforcement Network, and what they’re doing and what they’re trying to accomplish is they’re trying to find out about all these types of corporations that are out there, because there’s many states, right, that have formations where the identity of the Operator or the Owner is off public record. So, what they’re concerned about is shell companies, drug traffickers, human traffickers, money launderers. And so, a lot of this is all about trying to clean up the system. The Financial Crimes Enforcement Network is this new regulatory agency, and it’s on parallel with the IRS, and the Treasury is saying, okay, Financial Crimes Enforcement, there are roughly 35 million corporations and LLCs out there, and we want every one of those companies, with a few exceptions, to register with us, and we’re going to have a bit of a stick, right? If you fail to register and we’re going to punish you if you don’t. So, it is a new law. It is in effect as of right now. It’s effective on January 24th then, or excuse me, January 1st of 2024. And there’s a few rules to it, so we can break that down any way you want to, Scotty.   

Bonnie: More paperwork, right? Scott?   

Scott Burnett: Yeah, it’s a little bit more paperwork, but it’s not as intrusive as everybody is intimating about it. I watch a lot of it. Like I say, I’ve been following it now for a lot of years and we’re providing CPAs and continuing education about it, for a lot of people, but for the business owner out there, a lot of people just don’t know about it. So, it’s like, why do they want this? And why are they doing this? And just overcoming that initial objection, which is they feel like it’s an invasion of privacy, but in truth, right? All of these companies that everybody has, they’re already reporting. They’re already technically surrendering privacy because they’re giving that information to the IRS when they file tax returns. The FinCEN program, it’s called BOSS, their software, Beneficial Owner Secure System. And it is something that no one’s going to be able to access, right? It is locked in. You can’t subpoena information. The public can’t get access to it, but because it is a government operation, it is a little bit more sophisticated than the layperson is typically used to. So let’s get into the meat of it a little bit. This is governed under FinCEN.gov. That’s where a company would register. So, it’s F I N C E N. gov. And so, every company has to go in there and register. Now, what has to be registered? There’s really two things. One is the registrant company. So, if you had a pharmacy, as an example, that pharmacy has to be registered. So, what is the company name? What state was it formed in? What is its business address and its tax ID number? Easy peasy lemon squeezy. The registered company is not the issue. Then underneath that, FinCEN wants to know about the ownership. So, if you have an ownership percentage greater than 25%,  then that person is referred to as the BOI, right? Beneficial Owner. And they want his or her information. Now, what do they want?  They want your name, they want your address, they want your date of birth and then they want an identifying, some type of identification number, could be a driver’s license, could be a passport, could be an ID. So, they want that, and then they want you, in addition to that, to prove that number is accurate. They want you to upload that driver’s license, that passport, etc. to the FinCEN site. Now, they say, and I concur, it is a one-time filing. So let me give you an example for, me, Burnett and Associates, I formed my company years ago. I’ve been in the same location, the same address. I’m the only owner. I’ve been here forever.  If I was to do a filing, I would put in my company’s name, all that information. I would put in my BOI information. All of that would be the same and if they would have implemented this, let’s say, 20 years ago, this would have been, in fact, a one-time filing, because I had never changed anything related to it that is what they say. It is a one-time filing; however, if there is a change, so let’s say, hypothetically, I sold a portion of my business to somebody, then I would have to file an amendment. So I had a one time filing, but now I have to file an amendment, right? And then there’s also under beneficial owner information, it goes beyond just ownership. So, let’s say I had a company and there were four partners and all of them were 25, 25, 25, 25.  I would obviously fit the description of somebody that needed to report the beneficial owner information and all four people would be required to report that. Okay, no problem but they also say beneficial ownership includes substantial control like the IRS loves reasonable compensation and they never find that in any way, shape or form for us. So, substantial control is also one of these sort of gray areas for most lay people when they look at that but what it means is. If you have a CFO, a CEO, even if they’re not an owner, they must be listed. 

Bonnie: Oh, wow. 

Scott Burnett: If you have a manager and they’re below the ownership threshold, they must be listed. So beneficial owner information isn’t just ownership, but rather ownership and or substantial control and there is no limit to the amount of B.O.I information that a company may have to put it so… 

Scotty: I did not know that. That’s… 

Bonnie: You talk about a gray area that can get really gray. 

Scotty: Yeah. 

Scott Burnett: It even gets even tougher than that because I mean… 

Scotty: What about a pharmacist in charge at a pharmacy? You got an owner, but the pharmacy has a pharmacist in charge to pretty much runs the pharmacy is the main responsibility for the pharmacy… 

Scott Burnett: Yeah, but are they titled positions? Do they have really control? Do they hire and fire? Are they technically running the company? Then yes, they would be listed. Another caveat to that, Bonnie and Scotty is that it’s an attribution thing. A lot of clients, especially a lot of our pharmacy clients that we have, they have multi-level structuring company a, owned by company B, owned by company C, and then that company is brought out through other companies and then there’s even potentially a trust involved and some of those are irrevocable trusts. Some of them are grantor trusts, some of them are international trusts. When we are doing this BOI report, if you’re doing it as a person going into it, it can be a little bit overwhelming. The issue with that is that it’s going to follow it by attribution: If company A is owned by company B, we don’t list company B as the BOI. We follow that. So, who’s the owner of company B? Company C. We can’t list company C, so ultimately, we’ll get to the end user. Who is the owner. 

Scotty: Are you paying attention, Bonnie? Because you have all these shell companies. I want to make sure you’re… 

Bonnie: Yeah, yeah.   

Scotty: Alright, good. 

Bonnie: And then we can start talking about my international investments.   

Scott Burnett: And we always appreciate when Scotty throws you under the bus like that, so that’s awesome. 

Bonnie: Sure. 

Scott Burnett: But where it gets a little bit sophisticated is that, let’s say, company A goes into this trust and the trust set up is a, international trust or an irrevocable trust, now the settlor, the person who created it, and the beneficiaries are probably the client, right? They’re the beneficial owners. But the trustee is in control. And as a result,  the trustee has to be listed also on that reporting, so it’s a little bit more sophisticated for the mom and pop, right? The easy peasy lemon squeezy ones like me, right? it’s not a complicated transaction. However, if you have a lot of structuring, it is, it’s a little bit more sophisticated. So, a couple of things 1. The most common question I hear is “how do I get out of this?” 

[Laugh break] 

I love the criminal mind at work. No, you cannot get out of it. It is a mandatory filing. And when I say mandatory, they put some teeth into this regulation, $500 a day, civil penalty, willful failure to file.  Which is an intent type of crime. I’m a former prosecutor, so I kinda love these sort of regulations, but willful failure to file $10,000 fine and two years’ imprisonment.   

Scotty: Gosh. 

Scott Burnett: So they’re not fiddle farting around about this. 

Bonnie: They’re not playing. Wow. 

Scott Burnett: So, the teeth in this is the enforcement of it. Can I get out of it? No, it’s mandatory. What if I don’t do it They’re gonna find you. So, a question that comes up, and as a former prosecutor is like, how would they know? How would they know I didn’t do it? So, here’s how they’re going to work this, right? Intellectually, you could see it. FinCEN will have their report of all the companies, let’s say, from Wyoming. We’ll just use Wyoming as an example. There are a thousand companies that reported from Wyoming on the FinCEN report, FinCEN goes to the Secretary of State in Wyoming and says, how many companies are in Wyoming? We’ve got 10, 000. So now we have a discrepancy between FinCEN and the state, and those 9,000, those are the people that they’ll find and get fined. So, because of the way that it could be easily cross checked, again, this is not anything that anybody should get twisted up about. You’re already complying. You’re already reporting. Maybe some of the companies that you own don’t have income, so there hasn’t been a need necessarily for reporting but they’re not looking to levy taxes against the entity. They’re just trying to find shell companies, money launderers, drug traffickers. And I’m assuming our clientele, our shared clientele, don’t fall under that umbrella. All right. So do you have to do it? Absolutely. Do they have any teeth?  They have real teeth and the way that I see it, just like the IRS exists and the creation of funds, right? For failure to pay and not getting it down and penalties and assessments. This is a regulatory agency. That’s gonna exist through penalty enforcement, and they are on par with the IRS in terms of their ability to levy that. So, you’re going to get a fine. Can they institute liens and garnishment? My suspicion is that they will. I absolutely have no doubt that they’re going to be very serious about the enforcement of it. 

Scotty: So who’s responsible, Scott, for making sure this is being done? Because I know a lot of entities out there, owners are going to rely on maybe their attorney or their CPA, like who does, what is this?   

Scott Burnett: That was the biggest thing that everybody was wondering about really in the beginning was who’s going to be the responsible one? Is it going to be the accountant? Is it going to be the lawyers? Is it going to be the person who formed the company? And what they did is they just said, no, we’re not going to do that. We’re just going to make the Beneficial owners, the owners of the company responsible, so your CPA is not responsible for the filing your lawyer… 

Bonnie: Wait wait wait wait, can you say that one more time, Scott?   

[Laugh break] 

Scott Burnett: Your tax professional, those saint-like figures, do not have the responsibility of reporting it… 

Scotty: Well our state association…some, state associations are saying it’s a practice of law and CPAs can’t do it. 

Scott Burnett: And I’m hearing that also because I work with a lot of tax professionals. It’s not covered under their, error and omission. So, it won’t be a covered thing to do. And because the owner responsibility, it would be like you have to capture all of this. And then we get into the details of it. But when you get the address of the company. It has to be a real address and what the Vincent site will say is that it’s got to be an address where we can go and we can find you there, right? So it can’t be a P. O. box can’t be an executive suite. It can’t be the stuff that a lot of these, registered agent office. It’s really, it’s got some sophistication to it and as a former prosecutor and somebody who understands law, it’s not that. The way that they’re trying to do it is they’re trying to make sure that they can enforce it. So, they’re not going to be chasing carrots all over the country. Deadlines on it are probably important for everybody to hear. If you have formed a company prior to December 31st of 2023, almost every one of your clients, has a corporation or LLC that has already been in existence they must file, and they have one year. From December 31st of 2024, they must have filed that FinCEN report. Okay. Accurately, completely done. All right. 

Bonnie: And how are they being notified about how’s the word getting out other than this great podcast about the filing requirements? 

Scott Burnett: To be honest with you, just like this, it isn’t anything that I’ve seen in national news. I’ve seen it in little blurbs. It’s almost there. I think FinCEN is expecting the accountants to know the word. That’s a responsibility, but there’s not much out there. So, like people like you, you know your firm, which is doing this and getting that word out. You’re the good ones, right? But there’s plenty out there that are not really sharing the information ’cause it’s not their responsibility. Yeah, really, congrats to you, props to you for doing it. So, the deadline for your clients is a year. Whether that corporation is taxed as a C corporation or an S corporation, whether that LLC is taxed disregarded, partnership, or as a corporation, matters not. If the entity includes any entity filed in any state. Where it is an LLC, a corporation, limited partnership, limited liability partnership, professional corporation, and or a non-profit that has not yet received tax clearance, must report.   

Scotty: So even your little single member LLCs.   

Scott Burnett: Yep. 

Scotty: Real estate LLCs, single member… 

Bonnie: That are on your personal return kind of stuff is… 

Scott Burnett: Yep. So that is that all the companies are reporting now. Everyone, regardless of the tax. So, what a lot of the discussion gets into is “well. I’m, a sole proprietor.” you’re not. You formed an LLC and your tax is a sole proprietor, but you’re not technically a sole proprietor. So, you’re, that’s one of the issues. 

Bonnie: Yeah.  

Scott Burnett: So, an interesting thing is that you have this year, I always think of it as a timeline. Pre 2024 and post 2024. So pre-2024, you have a year. Now, I always do this joke at live workshops, but “I’d say raise your hand if you’re a procrastinator” and of course, neither of you are raising your hands. And then I would say, “I guess you’ll raise your hand tomorrow because people procrastinate.” That is the nature of things. Sometimes you’re procrastinating. And what I am fearful of is that people will wait until December of this coming year, and try to file it all at that time, and there won’t be enough time to get it in accurately. I would advocate that to your listeners, don’t wait on it, please. There’s a certain level of sophistication, even if you’re trying to do it yourself, the site is a government site. It is not an easy site to navigate, right? I’ve gone in there multiple times. I’ve had to do that for multiple companies that I own and get applicant numbers. And it’s not a very easy site. Number 1. Number 2, it doesn’t save anything. 

Bonnie: Oh, no. 

Scott Burnett: So, you go in there, you gotta do it in one sitting. You better do it all in one thing. And you don’t know what to do. 

Bonnie: That’s terrible. 

Scott Burnett: So, you can’t do it and then think about this too, Bonnie ’cause this is a good one if you have an amendment, since nothing is saved, what do you do? 

Bonnie: You have to redo all of it.   

Scott Burnett: You got to do it all over. So, it’s a bit of a mess. We’re trying to make it easy to work on… 

Bonnie: Maybe they’ll work on that… 

Scott Burnett: What’s that? 

Bonnie: Maybe they’ll fix that before there’s amendments to be made. 

[Laugh break] 

Bonnie: He’s laughing. Maybe not. 

Scott Burnett: Yeah. Okay. Every grain of sand is worth a million dollars. No… 

Bonnie: I mean it’s 2024, I would think there’s plenty of different computer software systems out there that could do that. 

Scott Burnett: The problem has been they’ve been really trying to streamline the software and after multiple years, this is the program. 

Bonnie: Oh.  

Scott Burnett: So, the problem is it’s making a change midstream is going to really create some. 

Bonnie: Got it. 

Scott Burnett: So, we’re talking about the deadlines. I’m coming back a little bit in our discussion. The deadlines of before one year. Now, any entity formed after January 1 of this year, right? 

Scotty: Like new startup pharmacies. 

Scott Burnett: Right. 

Bonnie: Like right now.  

Scott Burnett: Right. Only have 90 days. 

Bonnie: Oooo 

Scott Burnett: And it was going to be 30 days. It will be 30 days in 2025 going forward, but right now it’s only 90 days. So any new company form has to have the reporting company, it has to have the beneficial owner information, and it also has to have the applicant. In other words, they want to know who formed it. So that’s a new thing that pre-2024, you didn’t have to have the applicant. You just have to put in the information after the new ones it’s reporting company, beneficial owner information, and the applicant, all right, then the applicant information is just like the beneficial owner information, validation, IDs, addresses, everything. So, it’s a for lack of a better term, my Ode Huxley here, it’s a brave new world.  

Bonnie: So, someone that’s just on, okay, creates an LLC or gets a federal ID number on their own, they’re just in the early stages of something, sometimes people do this and don’t even tell us about it. I had a client call me yesterday talking about something else, just happened to mention “yeah, I waited to do it until 24, but I started a new LLC and I was just going to ask you a couple questions about it.” And he said it’s just something he’s thinking about just a side thing he’s thinking about doing in ‘24. He didn’t want to have to do a tax return for ‘23. So, he waited till January. So, something like that, he needs to file.   

Scott Burnett: Yeah. And, it’s funny because like we were talking about, how is the word getting out? Well think about it. People don’t know. 

Bonnie: That’s my point. Yeah. 

Scott Burnett: And then they’re gonna be in violation is, without even knowing they’re in violation. But it is the new world. It is in effect, great organizations like yourself are out there getting the word out right. But again… 

Bonnie: So there won’t be any prompting when you’re getting an EIN… 

Scott Burnett: Negative. 

Bonnie: …Or… 

Scott Burnett: Hopefully, like for us as an example, when we’re doing our formations, we, we go through… 

Bonnie: Make it part of your process… 

Scott Burnett: Give them an applicant number for that so that they don’t have to get all their personal information. It’s an easy process for them, but that’s where we started our journey, actually, when you think about it, we were saying, okay, how can, I help for some of your clients if they want? Assistance with the filing. And so that’s well, where would this whole actually our podcast began with so… 

Scotty: There are some exceptions though right Scott? 

Scott Burnett: Yeah, there’s 23 exceptions… 

[laugh break]  

Bonnie: Just 23 

Scott Burnett: Just 23. But most of those exceptions are companies or organizations that are already regulated, right? Banking institutions, insurance, brokerages, etc., inactive companies with really no business, but you’ve been keeping the company alive, but it’s transacted no business, no changes, no, nothing since 2020 would not have to report the big one that might affect you would be the large company. So, a large company is defined as a company that has 20 full time employees, and 5 million of gross revenue. Now, the revenue requirement on the pharmacies are going to kick no problem, but you have to have 20 full time.   

Bonnie: And then what constitutes full time. 

Scott Burnett: And they really define that in the site. 

Scotty: They do, okay. 

Scott Burnett: They really go into that… 

Bonnie: This gives me PTSD from, what was it we did, we had to try to figure out full time employees? PPP.  

Scotty: What about gross receipts? Because there’s a lot of different definitions for gross receipts, too.   

Scott Burnett: So, we have an expression when we do minutes and resolutions in the office, we say, when in doubt, write it out. And so, if you’re not sure if you’re going to meet that 20, I would advocate you just register… 

Bonnie: Just do it.   

Scott Burnett: This is 1 thing right now where I think because the tenor in the tone in the country is very antigovernment, it’s privacy, it’s a lot of different ideologies out there that are bouncing around and I’m sure there’s going to be a lot of discussion about this on the boards, but the reality is, this is the law and, okay, when you follow it, you make your life so much simpler. I’m a former prosecutor, so every defendant that came in and would stand tall before the man in my court rooms when I was there was always looking behind them. I used to refer to it as the tail. They would always be looking at their tail because they were afraid they were going to get caught in a door. When you don’t do something that you know you’re not supposed to do, you’re always looking over your shoulder. So, filing this early, getting it done, the peace of mind that is worth to me is, worth the headache. It’s just… 

Bonnie: $500 a day. I think I would make sure I was in good shape. 

Scotty: I sure would too. 

Scott Burnett: Yeah. Because it’s just something that when they enforce it, it’s just when we talked about the IRS. Does the IRS enforce a judgment when it has, you have a penalty and you have to pay it and you say, I’m not going to pay it. Okay. Well sure. We’ll just give you a mulligan but next time I really mean it. I’m serious. I want you to pay it. They don’t do that, right? And they’re not going to do that here. They’re going to… 

Bonnie: Is that $500 a day…? 

Scott Burnett: Every day 

Bonnie: Or business days? 

Scott Burnett: That I don’t know, but I would say, conservatively business day, but in probability every day. 

Scotty: So, if you are exempt, if you’re a 20-million-dollar pharmacy with 50 employees. 

Bonnie: You’re good… 

Scotty: Full time. You’re good. Do you, is there anything you file? Is it just you, ignore it and you need to create a file of your documentation in the, in your, file and move on or what?   

Scott Burnett: Okay. Say that again? 

Scotty: Let’s just say you’re a pharmacy with 20 million dollars of revenue, gross receipts, you have 60 employees obviously, you’re over probably the 20 full time. 

Scott Burnett: Yep. 

Scotty: You just ignore all this and you just create some documents to put in your file to support it and move on. 

Scott Burnett: Yeah, that’s exactly right. As long as you knew that, and you were within that definition. Yeah. With that being said, if the business changed over time, and you didn’t meet that criteria, then you would have this affirmative obligation. All amendments are 30 days. 

Bonnie: Wow. 

Scotty: To file.  

Scott Burnett: Yeah. Yeah. So, we’ve been discussing it as, this is what it is, and this is the enforcement, and this is why you do it. When you get in there and you start getting, doing it can be a little bit sophisticated. So, what we discuss, Scotty and Bonnie is we can help your clients. We have a lot of shared clients, by the way, we have a lot of clients that we’ve met through pharmacy programs that are both your clients and our clients already. So, we can help you, our website has a, what are those little headers at the top called headers? 

Bonnie: That sounds good to me… 

Scott Burnett: On your website, you have those little things, a little page thing. So, we have a FinCEN… 

Bonnie: Links? 

Scott Burnett: Yes! And now you can see why my kids asked me about dinosaurs, the FinCEN page on our website. So Burnett and Associates all spelled out, and then you go to the button, hit FinCEN and then, any of your clients can type in, there’s a promo code in there on the purchase button, and they put in Sykes, S Y K E S, 20,  and they’ll receive a $20 fee off of the cost of filing. We’re charging $199 to do the filing. You can go to the website, the FinCEN.gov, you can navigate it yourself, you can see if you can DIY it. If you feel it’s a little overwhelming and, it can be a little bit, then we can help you with it. And because we have a shared clients, we’re offering this as a promo to all of your clients that they can get this. 

Scotty: That sounds reasonable to me. 

Scott Burnett: I beg your pardon? 

Scotty: I said that sounds reasonable to me for sure. I’m sure there’s scammers out there charging a thousand dollars plus. 

Scott Burnett:  Yeah, law firms that I’ve been talking to and the CPA firms that are doing it are big duckets to get it done. So what makes our… 

Bonnie: They’re going to move away from trying this ERTC thing now they’re going to move to this, which is going to be a lot less revenue, but…still 

Scott Burnett: Well, our program, we have a platform, it’s like software where you’re going to be able to log in, create a password, populate things, come back to it, unlike the government site. So that if later you have an amendment, we have all the original information so that we can go back and just simply modify it and file the amendment. So once the client puts all the stuff into the platform, we review, make sure that it’s accurate. We have a direct link with FinCEN from our platform to that, and then we would send the certification back to the client that it’s filed properly. 

Bonnie: Nice. 

Scott Burnett: And I think where we, like I say, a lot of clients have this multi-level one, that’s the ones that probably need a little bit more, respectfully, like a little bit more handholding to get that done properly, especially if it gets into trusts and things like that. 

Bonnie: Is there any common ownership exemptions or no? 

Bonnie: I mean if you’ve got…If Scotty and I were 50/50 in this pharmacy, 50/50 in another, 50/50 in another, and they all were 3 million each, is there anything like common ownership?   

Scotty: On that gross receipts test? 

Bonnie: Yeah, that we could, since it’s common ownership, but all of our revenue for… 

Scott Burnett: You can get an applicant number that’s assigned to your name because you would have it under one company and then you would apply that applicant number to each of the companies, but it’s the reporting company. Each company has to report each federal ID number and has a different B. O. I.  So, a question that came up yesterday actually in a call, “We’ll I’ve got 10 owners, and we all have 10%. So, we don’t have to report them. The reporting company has to report.” Okay. Now, there’s nobody that has 25%. So, I guess we’re immune.  Well, who’s the manager? 

Bonnie: Manager. Yep. 

Scott Burnett: Who’s the board of directors? Who’s the president? 

Bonnie: Somebody’s in control. So, you’re always going to have, so what I’m hearing you say, Scott, is there’s not going to really be a situation where you just put the business information because somebody is in charge. 

Scott Burnett: Somebody’s in charge. 

Bonnie: Right. 

Scott Burnett: And they know that somebody’s in charge. Now, if you have like I operate for companies for a lot of clients that for privacy purpose, I act as a nominee, right? But nominees are not listed on the B. O. I. Right? So again, just the little things that they have sophistication, the addresses, no P.O. boxes, none of that stuff that the B.O.I. ownership in terms of substantial control. You’re under 25, but you’re the manager. Yeah, then you’re going to be there. CFO, CEO, it’s just, they’re going to definitely want somebody, and that person has to have a physical address, a real address. The stuff that I hear, I have a Wyoming company, can I list the Wyoming address? Unless you’re there, you cannot.   

Scotty: So this is here. This is here to stay. It’s… 

Scott Burnett: Yep. 

Scotty: It’s here. So good stuff, Scott. If you’re listening in and you want some help with that, Scott Burnett and Associates, Sykes 20. We get no kickback on that. I want to be real clear on that. No conflicts here. But, Scott, good, information and, appreciate you sharing that with us. 

Bonnie: And again, our clients, when you contact us to tell us to help you with this, and you will, we can’t do it for you. We love to take care of our clients, but we are not allowed to do that. We will make sure we put you, if you do not want to do it, feel like, you said, it’s too much, too cumbersome, we can put you in contact with someone that can. 

Scott Burnett: Yeah, I would be happy to take care of it. And then we, talked about this, but if you are a corporation or LLC, and you’re not doing your minutes and resolutions, not only will we do the FinCEN filing from you, but as a gift from Sykes & Company, we will end up taking over your minutes and resolutions and assisting with that… 

Scotty: Oh, there you go. 

Scott Burnett: For a year for free. 

Bonnie: Hey, we always ask if, we always ask if they’re doing that. 

Scotty: We do, because the first thing the IRS is going to ask is, “let me see your minutes.”   

Scott Burnett: Well, my backgrounds in litigation, so I did 60 jury trials, and my specialty is piercing the corporate veil. And the criteria for that  is commingling, which clients do a lot, they love to do. But lack of formalities, and that’s the key that unlocks the door. And then once you get past one company, every other company is exposed. So, it’s really important if you operate these things to operate them properly. I always relate it to like joining a club. You joined a club, you got to follow that club’s rules, otherwise they’re going to kick you out of the club.   

Scotty: Well, we’ll have to do a follow up podcast on that. That’d be a good topic. 

Bonnie: On a different topic…Scott… 

Scott Burnett: If we need to follow up on that, let’s make sure it’s not the day that it snowed like crazy here last night. I had to fight to get into this place. 

Bonnie: Oh. 

Scotty: Oh gosh. 

Scott Burnett: Yeah, it was crazy weather last night here.   

Scotty: We’ve had hurricane winds around here. 

Scott Burnett: Yeah, it’s an interesting year. 

Bonnie: Yeah, it’s crazy. 

Scotty: Weird. 

Scott Burnett: Well thank you both for your time. I appreciate it. 

Scotty: Bonnie. 

Bonnie: Yes.  

Scotty: Are you going to do? 

Bonnie: Oh, the bottom line. Scott, at the end of each podcast, we do a real quick from each of us, the bottom line, and I was not quick on the last podcast. I’m going to be quick. Don’t procrastinate. That’s my takeaway. And also just when in doubt, file it. Just do it. 

Scott Burnett: I would agree with that. 

Bonnie: And then you can, what is the word you use? Then you can not ‘live in peace’…You can… 

Scott Burnett: Peace of mind. 

Bonnie: Peace of mind. No stress. 

Scott Burnett: Because honestly, we’ve been doing them now. We’ve probably on boarded, a few hundred different companies and sometimes it takes a little bit. There’s a lot of discussion and trying to help people understand the rules and then getting the information and realistically, it’s not going to be possible to manage the volume in December. Just going to have to turn people away. 

Bonnie: Yeah. 

Scott Burnett: So, everybody’s… 

Scotty: December is going to be bananas. I bet. 

Scott Burnett: Yeah. And it’s not going, it’s going to be a marketplace where it’s going to be a lot more expensive to file if you’re looking for help, because people will charge that premium for that level of…   

Bonnie: Yeah. 

Scotty: That last minute. Scott, thank you so much for getting on with us and sharing the information with our audience. We appreciate it. And, yeah, we’ll have to get you on again sometime. Talk about corporate minutes and piercing that corporate veil. That’s a hot topic. 

Bonnie: That’s a good one. 

Scotty: That’s gonna be a good one. Thanks again. And appreciate all our listeners out there.

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