Update: The BOI reporting timeline has seen tumultuous changes in late 2024 and early 2025. Check out our write-up of the FinCEN BOI Reporting Timeline and Legal History.
Update 2 (3/21/25): The Financial Crimes Enforcement Network (FinCEN) issued an interim regulation that exempts US Small Businesses and US citizens from BOI reporting requirements. No more BOI reports.
This FinCEN BOI reporting guide will help small business owners file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). It also explains the Corporate Transparency Act (CTA), which requires certain companies to disclose their beneficial ownership information.
You will see who will have access to the collected information, who must file, the filing deadlines, penalties for non-compliance, what information is needed to file, who the beneficial owners are, any exceptions to filing, and company applicants.
It also offers step-by-step instructions on completing the filing process on the FinCEN website, updating your submitted BOI report, and the importance of a FinCEN ID for future updates, all without the need for an unrelated third party charging hundreds of dollars to file this 15-minute report.
Table of Contents
Introduction to the Corporate Transparency Act
The Corporate Transparency Act (CTA) is a U.S. law focusing on transparency in business ownership. Enacted as part of the Anti-Money Laundering Act of 2020 and effective since January 1, 2024, the CTA seeks to combat illicit activities such as money laundering and tax evasion by requiring certain entities to disclose their beneficial ownership information.
This law targets the misuse of anonymous shell companies, which have historically been used to conceal the identities of illicit actors. The Financial Crimes Enforcement Network (FinCEN) administers the CTA, a U.S. Department of the Treasury bureau.
Understanding BOI Report Filing
A Beneficial Ownership Information (BOI) report is a filing required under the CTA for entities known as "reporting companies." These include domestic corporations, LLCs, and foreign entities registered to do business in the U.S.
The report must provide detailed information about the beneficial owners, including their name, date of birth, address, and a unique identifier number. Beneficial owners are individuals who own or control at least 25% of the company or exercise substantial control over it.
The BOI report is filed electronically through FinCEN's online system for free and is generally a one-time requirement unless updates are needed. You don't need to pay a third party to file unless you specifically seek them out. Some of the more egregious services out there charge upwards of $500 in fees to help you file. This is ridiculous.
However, recent developments have led to temporary suspensions and changes in enforcement and deadlines, making it crucial for businesses to stay informed about the latest regulations and compliance requirements.
What Is the BOI Report?
The BOI report involves disclosing beneficial ownership information to FinCEN. This is part of the CTA enacted on January 1, 2024, requiring certain companies to report their beneficial ownership information to FinCEN.
The aim is to increase transparency and accountability and prevent illegal activities like tax evasion and asset hiding through shell companies.
Who Needs to File a BOI Report?
- Reporting Companies: LLCs, corporations, and other entities officially registered with a state, including foreign companies registered to do business in the U.S.
- Exemptions: 23 types of businesses are exempt from filing. Some examples include securities reporting issuers, governmental authorities, banks, credit unions, and tax-exempt entities.
- A complete list of exemptions can be found on FinCEN’s BOI website.
- Exceptions can exist within these exemptions, so verifying if your business qualifies for an exemption is important.
- Most small business owners, even those inactive, will need to file.
- Inactive Entities: An inactive entity typically means a dormant LLC that hasn't been dissolved or terminated with the state.
Who Will Have Access to This Database?
- FinCEN may permit federal agencies engaged in national security, intelligence, or law enforcement activity to access BOI.
- State, local, and tribal law enforcement agencies with court authorization.
- Officials at the Department of the Treasury.
- Foreign law enforcement agencies, judges, prosecutors, and other authorities submit a request through a U.S. Federal agency.
Deadlines for Filing a BOI Report
- Companies Created Before January 1, 2024: You have until January 1, 2025, to file the report.
- Companies Created in 2024 (After January 1): You have 90 days from the creation date or registration to file the report.
- Companies Created After January 1, 2025: You must file the BOI report within 30 days of the date of creation or registration.
Penalties for Non-Compliance
- The penalties for not filing can be severe, including fines of $591 per day (as of the source document creation).
- Penalties go up to $10,000, and imprisonment for up to two years.
Information Needed Before Filing a BOI Report
- Legal name of the company.
- Any "doing business as" (DBA) or trade names.
- Current U.S. address of the company.
- EIN (Employer Identification Number).
- For each beneficial owner:
- Name.
- Date of birth.
- Residential address.
- A copy of a U.S. passport, state driver's license, or other identifying document.
- An identifying number from the document.
- FinCEN recommends having an electronic copy of your identification documents ahead of time for easy uploading.
Identifying the Beneficial Owner
A beneficial owner is anyone who either:
- Exercises substantial control over the company:
- Senior officers like CEO, CFO, founder, etc.
- Owns or controls at least 25% of the company’s ownership interests (equity, stock, profits).
- For reporting purposes, every business must have at least one beneficial owner.
Exceptions to Beneficial Owner Definition
The following individuals are not considered beneficial owners:
- Minor children (report the parent or legal guardian's information instead).
- Nominees or agents (e.g., lawyers or tax professionals).
- Employees (unless they are senior officers).
- Inheritors.
- Creditors.
Company Applicant
- A company applicant is the individual who directly files the document, creates the entity, or is primarily responsible for directing its filing.
- If your company was created before January 1, 2024, you do not need to report company applicant information.
BOI Report Filing Steps
- Access the BOI E-Filing Website: Go to FinCEN’s BOI E-Filing website.
- Initial Report: Click on "File BOIR" and then select "Initial Filing Report" if this is your first time filing.
- FinCEN ID Selection (Optional): If you don’t have a FinCEN ID, select the option to receive one.
- Company Information:
- Enter the legal name of your company.
- If applicable, enter your DBA name.
- Select that you have an EIN and enter the number.
- Select the country and state of jurisdiction.
- Enter the U.S. address of the company.
- Company Applicant Information: If your company was filed before January 1, 2024, select the option that indicates this to disable the company applicant fields.
- Beneficial Owner Information:
- Enter each beneficial owner's legal name, date of birth, and residential address.
- Add an identifying document (driver's license, passport, etc.).
- Upload a copy of the identifying document.
- If there are multiple beneficial owners, add information for each.
- Submission:
- Enter an email address.
- Enter your first and last name.
- Agree to the terms and complete the CAPTCHA.
- Submit the report.
- Confirmation: After submission, you will receive a confirmation with a FinCEN ID. Save this confirmation for your records.
Updating Your BOI Report
- When to Update: You must update your BOI report within 30 days of any changes.
- Includes changes to beneficial owners, company address, or a minor child becoming an adult beneficial owner.
- How to Update:
- Go to the same FinCEN BOI E-Filing website.
- Select "Update Report".
- Enter your FinCEN ID and other required information.
- Update the necessary details and resubmit the report.
FinCEN BOI Reporting Guide Conclusion
- No Filing Fee: You do not need to pay a fee to file the BOI report with FinCEN.
- You may have your tax or legal advisor file for you (usually part of the service fee you already pay).
- You do not need to pay an outside agency $100s to file this 15-minute report.
- FinCEN Identifiers: Obtain a FinCEN identifier for yourself or your company.
- Reporting companies may include an individual's FinCEN identifier instead of their personal information on a BOI report.
- Review Resources: Utilize FinCEN's Small Entity Compliance Guide and FAQs for clarification.
- The FAQ addresses general questions, reporting processes, defining reporting companies, beneficial owners, company applicants, reporting requirements, initial reports, updated reports, compliance, enforcement, exemptions, FinCEN identifiers, third-party service providers, and access to beneficial ownership information.
- Accuracy is Key: Ensure all information provided is accurate.
- Providing false information can lead to fines because this information is used to review ownership validity.
- Seek Professional Help: If needed, consult with a lawyer, accountant, or other professional service provider.
- Stay Informed: Subscribe to FinCEN updates to stay informed about any changes to reporting requirements.
Update: Once again, the BOI reporting timeline has seen tumultuous changes in late 2024 and early 2025. Check out our write-up of the FinCEN BOI Reporting Timeline and Legal History.
Update 2 (3/21/25): The Financial Crimes Enforcement Network (FinCEN) issued an interim regulation that exempts US Small Businesses and US citizens from BOI reporting requirements. No more BOI reports.