Millions of small-business owners are impacted by the Jan. 1, 2025 deadline for beneficial ownership information (BOI) reporting under the Corporate Transparency Act. The Corporate Transparency Act aims to prevent illegal activities (e.g. money laundering, fraud, funding terrorism) by requiring businesses to disclose which individuals own their companies.
Affected businesses must submit a BOI report on the Financial Crimes Enforcement Network (FinCEN) website by Jan. 1, 2025.
Wondering what action your small business needs to take? Below, we’ll review which businesses are beholden to BOI reporting, what the requirements entail and how to file a report.
What is beneficial ownership information?
Beneficial ownership information is identifying details (name, date of birth, address, passport or driver’s license number) about individuals who own or control a company. You may be a beneficial owner if you directly or indirectly exercise “substantial control” over, or own or control at least 25% interest in a business.
According to FinCEN, you may exercise substantial control over a company if you fall into any of the following categories:
You’re a senior officer. This may include rolessuch as company president, CEO, chief financial officer, general counsel, chief operating officer or any other officer that performs a similar function.
You have appointment or removal authority. This means you can appoint or remove any senior officer or a majority of the board of directors (or similar body).
You’re an important decision-maker for the company. You direct, determine or have influence over important decisions about the company’s business, finances and structure.
Who has to file a BOI report?
FinCEN refers to businesses that need to file a beneficial ownership information report as reporting companies. Your business may be a reporting company if it’s:
A corporation, limited liability company or other entity created by filing a document with a secretary of state or any similar office in the U.S. (or in one of its territories).
A foreign company (including corporations and LLCs) that’s registered to do business in the U.S. through official filings.
Additionally, there are 23 types of businesses that are exempt from BOI reporting requirements, including certain publicly traded companies, many nonprofits and some financial institutions, among others. The previously mentioned Small Entity Compliance Guide breaks down all 23 categories to help you determine whether your business meets one of the exemptions.
What information is required for BOI reporting?
If your business qualifies as a reporting company, you’ll need to complete and submit a BOI report through the FinCEN website. As part of this report, you’ll need to provide details about your company and its beneficial owner, including:
Beneficial owners information
Identifying number from an acceptable identification document (such as a passport or U.S. driver’s license) and name of the issuing state or jurisdiction of that document.
Image of the document used to obtain the identifying number.
If your business was created or registered on or after Jan. 1, 2024, you’ll also need to provide information about company applicants. A company applicant is an individual who directly files (or is primarily responsible for filing) the document that creates or registers your company.
For example, if you worked with a startup lawyer to draft and submit your formation paperwork, that individual would be considered a company applicant.
You’ll need to submit the same information for company applicants as is required for beneficial owners.
When to file a BOI report
The deadline for meeting the BOI reporting requirement varies based on when your business was created or registered to do business:
Business creation or registration date
Jan. 1, 2024 to Dec. 31, 2024
90 calendar days after receiving actual or public notice that creation/registration is effective.
30 calendar days after receiving actual or public notice that creation/registration is effective.
❗FinCEN has extended the filing deadlines to submit BOI reports for certain businesses that have been affected by Hurricanes Milton, Helene, Debby, Beryl and Francine.
If your company is located in an area impacted by one of these disasters, you can refer to the FinCEN hurricane notices for more information.
How to file a BOI report
You submit a BOI report through FinCEN’s website. You can complete your report as a PDF or you can use FinCEN’s online system. There’s no charge to file a report through FinCEN.
If you choose to complete your report as a PDF, you’ll need access to Adobe Reader. You download the PDF BOI report file, input your information and upload the final product to the FinCEN website. If you use the online system, on the other hand, you’ll simply follow the prompts, provide your information and submit the form.
After you submit the BOI report (using either method), you’ll have the ability to download a copy and receive a confirmation of receipt. If at any time you need to make an update to or correct your report, you’ll be able to follow the same steps to submit an amended version.
You also have the option to work with a third-party service provider, such as LegalZoom or ZenBusiness to submit your beneficial ownership information report. These companies will likely charge you a fee to complete and file your report, as well as manage any changes on your behalf.
Frequently asked questions
Who will have access to my beneficial ownership information?
The goal of beneficial ownership reporting is to make it more difficult for individuals to hide illegal activities through shell companies or other opaque ownership structures. As a result, FinCEN may give beneficial ownership information access to:
Federal agencies engaged in national security, intelligence or law enforcement activity;
State, local and Tribal law enforcement agencies with court authorization;
Officials at the Department of the Treasury;
Foreign law enforcement agencies and other authorities that submit a request through a U.S. Federal agency to obtain the information for authorized activities related to national security, intelligence and law enforcement;
Among other regulatory agencies.
FinCEN stores beneficial ownership information in a secure, non-public database.
What happens if I don’t file a BOI report?
If you neglect to meet your BOI reporting requirements, you may be subject to civil and criminal penalties. You may face a fine of up to $500 (adjusted annually for inflation) for each day you’re in violation of the requirements. You may also be subject to up to two years in prison and a fine of up to $10,000.
These penalties also apply to anyone who knowingly files false beneficial ownership information or knowingly fails to correct or update previously reported information.
Do I have to file a BOI report every year?
No, beneficial ownership information reporting is not an annual requirement. You’ll only need to submit a report once, unless you need to update or correct information.
Who will have access to my beneficial ownership information?
The goal of beneficial ownership reporting is to make it more difficult for individuals to hide illegal activities through shell companies or other opaque ownership structures. As a result, FinCEN may give beneficial ownership information access to:
Federal agencies engaged in national security, intelligence or law enforcement activity;
State, local and Tribal law enforcement agencies with court authorization;
Officials at the Department of the Treasury;
Foreign law enforcement agencies and other authorities that submit a request through a U.S. Federal agency to obtain the information for authorized activities related to national security, intelligence and law enforcement;
Among other regulatory agencies.
FinCEN stores beneficial ownership information in a secure, non-public database.
What happens if I don’t file a BOI report?
If you neglect to meet your BOI reporting requirements, you may be subject to civil and criminal penalties. You may face a fine of up to $500 (adjusted annually for inflation) for each day you’re in violation of the requirements. You may also be subject to up to two years in prison and a fine of up to $10,000.
These penalties also apply to anyone who knowingly files false beneficial ownership information or knowingly fails to correct or update previously reported information.
Do I have to file a BOI report every year?
No, beneficial ownership information reporting is not an annual requirement.
Welcome to our Reporting System!
Rest assured, you will only be required to submit your report once. However, if there are any updates or corrections needed for the information provided, feel free to make the necessary changes and resubmit.
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