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Beneficial Ownership Information Reporting

Financial Crimes Enforcement Network

In 2021, Congress enacted the bipartisan Corporate Transparency Act to curb illicit finance. This law requires many companies doing business in the United States to report information about who ultimately owns or controls them.

 

Beginning on January 1, 2024, many companies in the United States will have to report information about their beneficial owners—the individuals who ultimately own or control the company. Companies will be able to begin reporting beneficial ownership information to FinCEN at that time.

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Compliance is mandatory, and companies that do not file face potential fines of $500 per day they are not in compliance and even jail time.

Initial Reporting:

Reporting companies existing or registered before January 1, 2024 must file an initial BOI report before January 1, 2025.

Company Formation:

Reporting companies created or first registered in 2024 must file an initial BOI report within 90 calendar days of creation. Beginning in 2025, the initial filing period will be 30 calendar days.

BOI Changes:

An updated BOI report must be filed within 30 calendar days of any change in the reported information regarding the company or beneficial owners.

Who Has to Report?

  • Companies required to report are called reporting companies

  • Reporting companies may have to obtain information from their beneficial owners and report that information to FinCEN

  • Your company may need to report information about its beneficial owners if it is:

    1. A corporation, a limited liability company (LLC), or was otherwise created in the United States by filing a document with a secretary of state or any similar office under the law of a state or Indian tribe

    2. A foreign company and was registered to do business in any U.S. state or Indian tribe by such a filing

 

Who Does Not Have to Report?

  • Twenty-three types of entities are exempt from beneficial ownership information reporting requirements, including publicly traded companies, nonprofits, and certain large operating companies

  • Click here to see if your entity is exempt from reporting

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How Do I Report?

  • Reporting companies report beneficial ownership information electronically through FinCEN’s website: www.fincen.gov/boi

  • The system provides a confirmation of receipt once a completed report is filed with FinCEN
     

When Do I Report?

  • FinCEN began accepting reports on January 1, 2024.

  • If your company was created or registered prior to January 1, 2024, you will have until January 1, 2025 to report BOI.

  • If your company is created or registered in 2024, you must report BOI within 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective, whichever is earlier.

  • If your company is created or registered on or after January 1, 2025, you must file BOI within 30 calendar days after receiving actual or public notice that its creation or registration is effective.

  • Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days.

BOIR Exemption List

Reporting Company Exemptions

  1. Securities reporting issuer

  2. Governmental authority

  3. Bank

  4. Credit union

  5. Depository institution holding company

  6. Money services business

  7. Broker or dealer in securities

  8. Securities exchange or clearing agency

  9. Other Exchange Act registered entity

  10. Investment company or investment adviser

  11. Venture capital fund adviser

  12. Insurance company

  13. State-licensed insurance producer

  14. Commodity Exchange Act registered entity

  15. Accounting firm

  16. Public utility

  17. Financial market utility

  18. Pooled investment vehicle*

  19. Tax-exempt entity

  20. Entity assisting a tax-exempt entity

  21. Large operating company

  22. Subsidiary of certain exempt entities

  23. Inactive entity Special rule for foreign pooled investment vehicle

*Special rule for foreign pooled investment vehicles. If an entity meets the criteria of Exemption #18 and is formed under the laws of a foreign country, the entity is subject to a separate reporting requirement.  These companies are referred to as “foreign pooled investment vehicles” in the Reporting Rule and their reporting requirement is explained in Chapter 4.2 of this Guide. See special rule at 1010.380(b)(2)(iii).

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For more information, please reference the

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