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Understanding the Beneficial Ownership Report (BOI): Requirements, Filing Process, and Key Deadlines
Updated: Nov 18
The Beneficial Ownership Report (BOI Report) is a significant part of the Corporate Transparency Act (CTA), a regulation passed to prevent illicit financial activities, including money laundering and tax evasion. This act mandates that certain U.S. entities disclose information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). As a result, many businesses are now required to submit this report by upcoming deadlines. Here’s what you need to know about the BOI Report, who needs to file, how to complete the filing, and when it’s due.
What is the Beneficial Ownership Report?
The BOI Report is a document that certain businesses must file with FinCEN, identifying the individuals who ultimately own or control the company. This information assists FinCEN and other authorities in tracking the true owners of private companies, with the goal of increasing transparency in U.S. financial systems.
In the BOI Report, businesses must disclose specific details about their beneficial owners, including:
Full legal name
Date of birth
Current residential address
Government-issued ID number (e.g., a driver’s license or passport number), along with a copy of the identification document
This report helps regulators understand who owns and controls private entities in the U.S., filling an important information gap for law enforcement and regulatory agencies.
Who Needs to File the BOI Report?
The requirement to file a BOI Report mainly affects privately-held, U.S.-based businesses. If your business was created by filing with a state or tribal office (e.g., a corporation, limited liability company (LLC), or similar entity), you may need to file. Here’s a closer look at the types of entities that must file and the specific exemptions to consider.
Entities Required to File
The following types of entities are generally required to submit a BOI Report:
Corporations – Any privately-held U.S. corporation must file unless it qualifies for an exemption.
Limited Liability Companies (LLCs) – Both single-member and multi-member LLCs created or registered to do business in the U.S. are required to file.
Limited Partnerships and Business Trusts – Any limited partnership or business trust registered with a state or tribal office must also file.
Foreign Entities Operating in the U.S. – Foreign entities that conduct business in the U.S. and are registered with a U.S. state or tribal office must submit a BOI Report.
Nonprofit Organizations – Most nonprofits must file unless they are exempt under specific criteria, such as those subject to extensive oversight by other regulatory bodies.
It’s essential for small and medium-sized businesses, family-owned businesses, and other privately-held enterprises to check their filing requirements, as they may be newly subject to this reporting.
Entities Exempt from Filing
Some larger and heavily regulated entities are exempt from filing the BOI Report due to existing reporting requirements. Exempt entities include:
Publicly Traded Companies – Companies that are listed on a U.S. exchange and required to disclose ownership information to the Securities and Exchange Commission (SEC).
Banks and Credit Unions – Banks, credit unions, and similar financial institutions that are already subject to federal or state regulation.
Registered Investment Companies – Entities such as mutual funds and registered investment companies that are regulated by the SEC.
Insurance Companies – Insurance companies licensed and regulated by a state.
Large Operating Companies – Companies with over 20 full-time U.S.-based employees, more than $5 million in annual gross receipts or sales, and a physical office in the U.S. are exempt.
Certain Nonprofit Organizations – Most 501(c)(3) nonprofits or organizations subject to similar oversight are exempt.
Inactive Entities – Entities that are inactive and meet specific criteria (e.g., no business activity for a set period) may also qualify for an exemption.
How to File the BOI Report
Filing the BOI Report is done through FinCEN’s online portal. Here’s a step-by-step guide to help you navigate the process:
Create an Account on FinCEN’s Portal – Register on the FinCEN BOI Reporting Portal to get started.
Gather Required Information – Collect all necessary information for each beneficial owner, including full legal names, addresses, dates of birth, and ID documents.
Upload Identification Documents – Each beneficial owner’s government-issued ID must be scanned and uploaded to the portal.
Submit the Report – After completing the information, submit the BOI Report. You’ll receive a confirmation for your records.
You can access the FinCEN reporting portal here: FinCEN BOI Reporting Portal.
When is the BOI Report Due?
The deadlines for filing the BOI Report depend on when your business was created:
Existing Entities (formed before January 1, 2024): The BOI Report is due by January 1, 2025.
New Entities (formed on or after January 1, 2024): The BOI Report must be filed within 30 days of formation.
Penalties for Non-Compliance
Failing to file the BOI Report or submitting false information can lead to serious penalties, including fines up to $500 per day for late filings. Willful failure to file may result in additional financial and even criminal penalties.
Additional Resources
For further guidance on BOI Report requirements, including detailed instructions and FAQs, visit the official FinCEN resources:
The Beneficial Ownership Report is an essential compliance measure for many privately-held businesses. By understanding the filing requirements, entities can avoid penalties and ensure compliance with federal regulations.
At Litherland Tax & Accounting (LTAS), we’re here to support you with your BOI Report and all your financial needs. From compliance to comprehensive financial services, our team is ready to assist. If you require assistance in completing the report, please feel free to schedule an appointment with us for professional guidance via our website.
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