Beneficial Ownership Information Report
What is a Beneficial Ownership Information Report?
A Beneficial Ownership Information (BOI) report is a federal filing that must be submitted to the Financial Crimes Enforcement Network (FinCEN). BOI reports are required as part of the Corporate Transparency Act (CTA) in an effort to reduce money laundering, fraud, and other financial crimes in the US.
Starting January 1, 2024, most newly-formed US businesses (and international business registered to operate here) are mandated to file a BOI report following company formation. These reports disclose information on your reporting company, your beneficial owner(s), and your company applicant(s). Unlike state filings, however, the information contained in your BOI report does not become public record.
What types of businesses are required to file a BOI report?
In general, reporting companies include businesses that are created by filing formation paperwork with the state, such as:
- LLCs
- Corporations
- Limited and Limited Liability Partnerships
- Any other entity formed under the laws of a state or tribal government
Who is a beneficial owner?
A beneficial owner is any person who has significant influence over your business, directly or indirectly. This can be defined in two ways:
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- Someone who has substantial control over company operations and decisions (such as an LLC member-manager or corporate officer)
- Anyone who owns 25% or more of your company
Who is a company applicant?
Your BOI report may contain information on up to two company applicants. A company applicant is the person who files your formation paperwork or who is responsible for directing that paperwork to be filed.
What information is required on a BOI report?
For businesses formed on or after January 2024, BOI reports required information about your reporting company, beneficial owners, and company applicants. Businesses created before 2024 don’t need to include company applicant information.
Reporting Company Information:
- Legal company name
- DBAs or trade names
- Jurisdiction of formation
- Tax ID (SSN, EIN, or TIN)
Beneficial Owner and Company Applicant Information:
- Full name
- Residential address
- Birth date
- Copy of Photo ID (i.e., passport or driver’s license)
There are a few exceptions to beneficial owner reporting. For example, if a beneficial owner is a minor, then information for the minor’s parent or guardian can be provided instead.
When are BOI reports due?
There are several different due dates for BOI reports:
- Businesses formed before 2024: File by January 1, 2025.
- Businesses formed during 2024: File within 90 days of official company formation.
- Businesses formed after 2024: File within 30 days official company formation.
How do I file my BOI report, and how much does it cost?
You can file your BOI report online through FinCEN at no cost.
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Additional Questions
What types of businesses are exempt from BOI report filing?
Businesses that aren’t created by filing paperwork with the state, such as sole proprietorships and general partnerships, are excluded from BOI report filing.
The CTA also lists 23 exemptions, including large operating companies with 20+ full-time employees and over $ 5 million in gross receipts or sales for the previous year, along with businesses that are already strictly regulated, such as banks and public utility companies. Inactive entities that have not engaged in business and have not sent or received over $1,000 to any other entity over the past 12 months are also exempt.
Do BOI reports need to be renewed?
No. BOI reports don’t need to be renewed. However, if your address or beneficial ownership information changes, you must submit an updated report within 30 days of those changes.
Is BOI report data publicly available?
No. Unlike the information you put on state filings, BOI report data doesn’t go on the public record. BOI report data is only accessible to US law enforcement, government agencies, or banks that have given authorization.
Are there any penalties for not filing my BOI report?
If you purposely do not file your report or provide false information, you may face steep financial penalties ($500 per day up to $10,000) and even jail time (up to 2 years). However, government publications regarding the CTA have emphasized that penalties are aimed at deliberate actions as opposed to unintentional filing errors.
What is a FinCEN identifier?
Individuals and companies can apply to get a FinCEN identifier, which can be used in place of reporting company, beneficial owner, or company applicant information on your BOI report. This can streamline the BOI report process. Contact FinCEN to obtain an identifier.