BENEFITIAL OWNERSHIP REPORTING

 Domestic and foreing entities created filing formation or registration documents with a U.S. State are required to file the BOI, unless they meet an exemption. This means most corporations (including S Corporations and PC's), limited liability companies ( i.e. LLC, LLP, PLLC), and some partnerships will need to file a BOI.  You do NOT have to file if you are a sole-proprietor with a DBA only.

 Beneficial owners are broadly defined and involve owners who directly or indirectly own more than 25% of the entity’s ownership interests or exercise substantial control over the reporting company (even if they don’t actually have an ownership interest).

 A reporting company must report:

• Legal name
• Any trade names, DBAs, or trading as names
• Current  street address of its principal place of business
• Its  jurisdiction of formation or registration
• Taxpayer ID#

Beneficial owners must report:

• Individual’s  name
• Date  of birth
• Residential  address
• An ID# from an acceptable ID document (passport, U.S. driver’s license)
• Must supply an image of the ID document and it cannot be expired. 

 There are different filing timeframes depending on when an entity is registered/formed or if there is a change to the beneficial owner’s information.

• Existing entities (created/registered before 1/1/24) — must file by January 1, 2025.
• New companies created or registered in the 2024 calendar year - must file within 90 days.
• New companies created or registered on or after January 1, 2025 – must file within 30 days.

Should any of the reported information change or a beneficial ownership interest be sold or transferred, the entity must report this information within 30 days of the change.

 Reports can be filed online on the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) website. 

 Willful failure to report information and timely update any changed information can result in significant fines of up to $591 per day until the violation is remedied, or if criminal charges are brought, fines of up to $10,000 and/or two years imprisonment. These penalties can be imposed against the beneficial owner, the entity, and/or the person completing the report.

There are 23 categories of exemptions. Included in the exemptions list are publicly traded companies, banks and credit unions, securities brokers/dealers, public accounting firms, tax-exempt entities and certain inactive entities, among others. 

There is an exception to ownership reporting if a company qualifies as a large operating business, defined as a company that meets these three tests:

1.  Employs more than 20 full time employees based in the US,
2.  Maintains physical office within the US, and
3. Filed a federal income tax return in the prior year reporting more than $5m of gross receipts. 

Click here for a full list of exemptions available.

For additional information, check out the BOI webpage.

FinCEN Reporting FAQ

FinCEN Small Business Resources

FinCEN Small Entity Compliance Guide in PDF

Inactive Companies 

FinCEN Identifier

FinCEN Reporting FAQ in other languages 

Información en Español