If you have a registered company that does business in the United States, then you must submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. FinCEN created the BOI report to implement its new beneficial ownership report rule. The BOI report will collect identifying information about your company and its owners. This reporting requirement takes effect on January 1, 2024. (31 U.S.C. § 5336 (2024).)
You must file your BOI report online through FinCEN's BOI E-Filing System.
If you filed a document with a U.S. state, territory, or federally-recognized Indian tribe (as defined by 25 U.S.C. 5130) to either create your company or to register your company to do business in that state, then you qualify as a "reporting company" and you must submit a BOI report.
If you never needed to file a document with the state (usually through the secretary of state's office), then you don't need to file a BOI report. For example, you don't usually need to file paperwork with the state to create a sole proprietorship or general partnership. So if your business entity is a sole proprietorship or general partnership, the BOI reporting requirement doesn't apply to your business.
It's important to note that some states might differ in their registration requirements. For instance, one state might require you to file paperwork with the secretary of state's office to form a trust while another state might have no such requirement. FinCEN's BOI reporting requirement only applies to companies that had to file documents. Typically, these documents would include:
Some companies that would otherwise be required to file a BOI report might be exempt from the reporting requirement. FinCEN provides 23 exemptions to its reporting rule. Most exemptions cover companies that are already heavily regulated, such as banks, credit unions, insurance companies, and publicly traded companies. Nonprofits and inactive companies are also exempt.
Your company probably also qualifies for an exemption if it:
While there are many exemptions, most registered small businesses will need to file a BOI report.
The BOI report is an informational report that must be filed by any company registered to do business in the United States. The report is broken up into three sections. In these sections, you must provide information about:
You'll need to provide identifying information for each section.
In the BOI report, you must provide basic information about your business, including your company's:
As mentioned earlier, for the BOI report, your business will be considered the "reporting company."
The second section of the BOI report is only required for companies formed on or after January 1, 2024. If your company was formed before this date, then you can simply skip this section.
But if this section is required for your company, then you have two options: You can provide your FinCEN identifier (FinCEN ID) or you can answer all questions in this section of the application. If you don't have one already, you can apply for a FinCEN ID by creating an account with login.gov. You'll need to provide four pieces of personal information to receive your FinCEN ID.
The "company applicant" for a reporting company is the person who directly filed the document to create the reporting company with the state. The person who filed the articles of incorporation with the secretary of state's office would be considered the "company applicant" for a corporation, for example.
If more than one person was involved in filing the company's formation documents, then the person who's primarily responsible for directing or controlling the filing would be considered the company applicant. (If your formation filing was done by an attorney or accountant, then that person would likely be considered the company applicant.)
Be prepared to provide the following information about your company applicant:
You must upload a copy of the form of identification. You'll also need to separately specify the document number and what governing body issued the identification. For example, if your identifying document is your driver's license, then you'll need to upload a picture of your license and type in your license number and the state that issued your license.
As with the previous section on company applicant, you can enter your FinCEN ID in place of completing this section of the application. But if you don't have a FinCEN ID to report for a beneficial owner, then you must answer all of the questions in this section of the BOI report.
To accurately complete this section, you need to determine who qualifies as a beneficial owner of a reporting company for the purpose of this report.
A "beneficial owner" of a reporting company is someone who directly or indirectly either:
FinCEN describes several situations where an owner would be considered to have substantial control over a company. Typically, an owner has substantial control when the owner either:
You'll provide the same information about each beneficial owner as you provided about the company applicant, including their name, date of birth, address, and identification.
The deadline to file your BOI report depends on when your company was formed:
If you miss the deadline or you fail to update your report when information changes, then you might face civil and criminal penalties. These penalties can include hefty daily fines and a prison sentence of up to two years.
Your business needs to first determine whether it's required to file a BOI report. Ask yourself whether you had to file paperwork with the state to create your business or to qualify it to do business. If you did have to file documents, then ask yourself whether your business qualifies for one of the exemptions.
If you did file paperwork to register your business and your company doesn't qualify for an exemption, then you simply need to submit the BOI report before the applicable deadline. For most businesses, the deadline will be January 1, 2025. File your report through FinCEN's website.
The FinCEN website has many helpful resources available on its website for small businesses regarding the beneficial ownership information reporting requirement. You can find answers to general and specific questions about the BOI reporting requirement. on the bureau's FAQ page. You can also find more guidance, including flowcharts and questionnaires, in FinCEN's Small Entity Compliance Guide.
Most business owners will likely be able to navigate the reporting process themselves. But if you're not sure whether you qualify for one of the exemptions or whether you qualify as a beneficial owner, talk to a business attorney. They can help you figure out whether this reporting rule applies to your business and what information you need to provide.
FinCEN's BOI reporting rule will be new for all businesses in 2024. Here are some answers to some frequently asked questions that can help you determine your business's reporting obligations.
You must report any changes to any of the information related to your company or its beneficial owners. You don't need to report any changes related to the company applicant.
You report these changes by submitting a new, updated BOI report to FinCEN. You must submit an updated report within 30 days of the change being reported.
If you discover an inaccuracy in any part of your initial report, then you must correct the inaccuracy. The inaccuracy must be corrected within 30 days of when you become aware of it.
No. As of 2024, there's no requirement for businesses to submit a report every year. A business that qualifies as a reporting company must submit an initial BOI report before the required deadline. Your business is responsible for updating the information in its BOI report as needed. Any updates must be reported within 30 days of the change occurring.
A federal, state, local, or tribal official can request access to the information contained in your BOI report for limited purposes. An official can request access for national security, intelligence, or law enforcement reasons.
In some cases, a financial institution, and a regulator supervising the financial institution, can access your beneficial ownership information as long as you give permission.
The BOI report is a requirement of the Corporate Transparency Act, enacted by Congress in 2021. The Act aims to prevent money launderers and other bad actors from using "shell" companies or similar means to conceal both their identities and their crimes.
A "FinCEN ID" (or FinCEN identifier) is a number issued by FinCEN, a bureau of the U.S. Department of Treasury, that uniquely identifies an individual or a reporting company. You're not required to obtain a FinCEN ID.
You, as an individual, can apply for a FinCEN ID by submitting your name, date of birth, address, and an identification document to the bureau. Similar to when you apply for an EIN, you'll automatically be assigned a FinCEN ID once you submit the application. Reporting companies can receive a FinCEN ID by requesting one on their BOI report.
If the information you used to obtain your FinCEN ID changes or is incorrect, you must update or correct the information.