File Your Beneficial Ownership Information by Year-End

Final Update:  As of March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) has come up with a final ruling that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.

This means that if your entity was formed under the law of a foreign country and has registered to do business in any U.S. State or Tribal jurisdiction, you must report BOI to FinCEN by the following deadlines detailed below:

• Reporting companies registered to do business in the U.S. before the date of publication of the interim final ruling must file BOI reports no later than 30 days from that date.
• Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements. More information can be found here.

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Previous Update:  As of February 19, 2025, the Beneficial Ownership Information Reporting requirement has been reinstated. The new deadline to report is now March 21, 2025. More information can be found here.

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Previous Update:  As of December 4, 2024, a Texas court has struck down the Corporate Transparency Act (CTA). As a result, reporting is no long required unless a high court overturns this decision. If you’ve already submitted your information, no further action is needed. More information can be found by clicking here.

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Are you the owner of a partnership, LLC or corporation? If so, listen up! Before the new year rolls around, you may need to take 10 minutes to file your company’s Beneficial Ownership Information (BOI) with the government.

What does this mean?

First, a little background. The passage of the Corporate Transparency Act (CTA) of 2019 established the BOI E-Filing System. The CTA aims to fight illegal activities like tax fraud, money laundering, and terrorism financing by gathering more ownership details about certain US businesses. The information is reported to the Financial Crimes Enforcement Network, or FinCEN, a bureau of the U.S. Department of the Treasury.

Are you required to report?

Before we talk about BOI filing, let’s see whether your business needs to report:

Companies required to report are called reporting companies. As you can see in the flowchart above, there are two types of reporting companies:

• Domestic reporting companies – U.S.-based entities like corporations (including S-corps), LLCs, and any other entity created by the filing of a document with a secretary of state
• Foreign reporting companies – entities, such as corporations and LLCs, formed under foreign law that have registered to do business in the U.S. by filing with a state office

Some entities are exempt from the reporting requirements. For instance, a sole proprietorship is not a reporting company, unless a document was filed with a secretary of state.

The chart below includes other exempt entities:

If you’ve determined that you do have a reporting company, you’ll need to report its Beneficial Ownership Information (BOI).

What is Beneficial Ownership Information (BOI)?

Let’s break down some terms.

A beneficial owner is an individual who either directly or indirectly: (1) has substantial control over a company, or (2) owns or controls at least 25% of the company.

Only people can be beneficial owners, so trusts, corporations, or other legal entities are not included. If multiple people are owners and/or are involved in the operations of a business, it may be difficult to identify the one who must report as the beneficial owner. Therefore, we must define a couple of terms from the definition above.

Substantial Control

An individual has substantial control if they fit into any of the following four categories:

Ownership

Ownership interest is an arrangement that establishes ownership rights in the reporting company. The owner is determined at the time of filing; historical owners would not be considered.

Examples of ownership interests include shares of equity, stock, voting rights, or any other mechanism used to establish ownership, as detailed in the chart below:

Exceptions to this is if the owner is determined to be a minor child; a nominee, intermediary, custodian or agent; an employee; an inheritor; or, a creditor.

Sometimes, a corporate entity owns or controls 25 percent or more of the ownership interests of the reporting company. In this case, the reporting company reports the individual who indirectly (1) has substantial control over the reporting company or (2) own or control at least 25% of the ownership interests in the reporting company through the corporate entity. It should not report the corporate entity itself. Remember, it must be a person who reports.

Beneficial Ownership Information (BOI) Filing

FinCEN expects that most reporting companies can submit their beneficial ownership information on their own using this guidance FinCEN has issued. If companies need help, they can consult professionals like lawyers or accountants.

Information to Gather

For the reporting company:

1. Legal name
2. Any trade names (e.g. DBA)
3. Current street address of main U.S. office, or, if based outside the U.S., the address where business is conducted in the U.S.
4. Country and state of formation or registration
5. Taxpayer Identification Number (TIN), or if a foreign company, a foreign tax ID number and the name of the issuing country

A reporting company must also state whether it’s filing an initial report, a correction, or an update to a previous report.

For the beneficial owner:

1. Name
2. Date of birth
3. Residential address
4. ID number from an accepted document, like a passport or U.S. driver’s license, along with the name of the issuing state or country
5. Image of ID

Where to File

For your convenience, it’s easy to file your Beneficial Ownership Information Report (BOIR) online at https://boiefiling.fincen.gov/fileboir. Choose whether to file online, or prepare an offline PDF. If you file online, remember to click to “Download Transcript” after completion. You will have a copy of your application, as well as confirmation that it was received. There is no fee for submitting the form, and it’s a quick, painless process!

Deadlines to File

• A reporting company created or registered before January 1, 2024, has until January 1, 2025, to file its first BOI report.
• A reporting company created or registered in 2024 has 90 calendar days to file after being notified that its registration is effective.
• A reporting company created or registered on or after January 1, 2025, has 30 calendar days to file being notified that its registration is effective.

Important to Note:

Reporting companies must submit beneficial ownership information directly to FinCEN, as required by the Corporate Transparency Act. State or local governments, financial institutions, and federal agencies like the IRS may also require similar information. However, these requirements do not replace the need to report directly to FinCEN.

Violations for not Reporting

Under the Corporate Transparency Act, someone who willfully violates BOI reporting requirements may face a civil penalty of up to $500 per day while the violation continues. This amount is adjusted for inflation each year and is currently $591.

Someone who willfully violates BOI reporting requirements could also face criminal penalties, including up to two years in prison and a fine of up to $10,000. Violations include failing to file a report, filing false information, or not updating previously reported information.

Both individuals and corporate entities can be held liable for willful violations.

We hope this information has raised awareness about an important filing that many businesses need to complete by year-end. Now that you know what to gather, and how and where to file, the process should be smooth. If you have any questions, feel free to reach out – we’re here to help!