Beneficial Ownership Information Reporting

In light of a nationwide preliminary injunction issued in federal court, covered companies do not need to comply with the January 1, 2025 deadline relative to their beneficial ownership. At this time, covered companies are also not subject to liability if they fail to comply while the injunction is in place. Due to the ongoing litigation, voluntary submission is in effect.

More information can be found at the following link: Beneficial Ownership Information Reporting | FinCEN.gov.

New and existing corporate customers should familiarize themselves with the new law that requires beneficial ownership information (BOI) to be reported. Effective January 1, 2024, corporations, limited liability companies (LLCs) and other entities formed under state law (domestic reporting companies) or similar entities formed under foreign law and registered to do business in the U.S. (foreign reporting companies), are required to report their beneficial ownership to the U.S. Treasury Department's Financial Crimes Enforcement Network (FinCen). Failure to comply will result in penalties.

Entities created or registered prior to January 1, 2024, have one calendar year to file their BOI reports with FinCEN.
Entities created or registered on or after January 1, 2024 and before January 1, 2025 will have 90 calendar days after their creation or registration to file their BOI reports with FinCEN.
Entities created or registered on or after January 1, 2025, will have 30 calendar days after their creation or registration to file their BOI reports with FinCEN.

How to File Your BOI Reports

Frequently Asked Questions

The BOI reporting provisions are included in the Corporate Transparency Act (CTA), which is part of the Anti-Money Laundering Act of 2020 (AML Act). This rule strengthened the ability of FinCen and other agencies to protect U.S. national security as well as prevent and combat money laundering, terrorist financing, tax fraud, and other illicit activity. Under the CTA, access to BOI will be granted to federal agencies engaged in national security, intelligence, and law enforcement activities. The Treasury Department will have access in connection with its other official duties, as well as state and local law enforcement agencies in connection with criminal or civil investigations.

Reports must be filed by domestic and foreign reporting companies. A domestic reporting company is defined as a corporation, LLC, or any entity created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe. A foreign reporting company is a corporation, LLC, or other entity formed under the law of a foreign country and registered to do business in any state or tribal jurisdiction by the filing of a document with a secretary of state or any similar office.

The rule requires reporting companies to file reports with FinCen that identify individuals who are beneficial owners and company applicants of the entity. The company applicant will usually be a beneficial owner of the company. Under the rule, a beneficial owner includes any individual who exercises substantial control over a reporting company, or who owns or controls at least 25% of the ownership interests of a reporting company. The company applicant can be defined as an individual who directly files the document that creates the entity or, in the case of a foreign reporting company, the document that first registers the entity to do business in the United States, as well as the individual who is primarily responsible for directing or controlling the filing of the relevant document by another.

The rule exempts five types of individuals from the definition of beneficial owner. The following are not considered beneficial owners of a reporting company:

A minor child, provided that the reporting company reports the required information of the minor child's parent or legal guardian
An individual acting as a nominee, intermediary, custodian, or agent on behalf of another individual
An individual acting solely as an employee of a reporting company in specified circumstances
An individual whose only interest in a reporting company is a future interest through a right inheritance
A creditor of the reporting company

Exemptions apply to corporations that fit the following criteria:

They employ more than 20 full-time employees in the United States;
They have an operating presence at a physical office in the United States; and
They demonstrate more than $5 million in gross receipts or sales on their federal income tax return.

In the future, entities that fall below the exemption threshold will have 30 days to file a report. An updated report will be required if a reporting company later becomes eligible for the exemption.

Besides this exemption, the proposed regulations include 23 statutory exemptions from the definition of a reporting company. Here are some noteworthy exemptions:

Securities and Exchange Commission (SEC) reporting companies
Regulated financial service companies including banks, credit unions, depository institution holding companies, registered securities broker-dealers, registered investment companies and investment advisers, venture capital fund advisors, and pooled investment vehicles
Entities registered pursuant to the Commodity Exchange Art
Tax-exempt entities
Subsidiaries of certain exempt entities
Large operating companies
Accounting firms
Inactive businesses

The full list of exemptions from beneficial ownership information reporting can be found in the final rule by the Financial Crime Enforcement Network in the National Archives of the Federal Registrar. Click the link to the right for the full list of exemptions.

Full Exemption ListView Full Exemption List

The report will include information about your company and information about individual beneficial owners and company applicants. You will need to include:

Full legal name
Any trade name or "doing business as" name
Current and complete street address for the main place of business or headquarters
Jurisdiction of formation
Federal taxpayer identification number (TIN)

Each beneficial owner and company applicant must also provide FinCen with their full legal name, birthdate, current residential street address, identifying number from a driver's license, passport, or state ID, and an image to authenticate their identity. Filed reports will not be publicly available and are not subject to Freedom of Information Act (FOIA) requests.

BOI Reporting PortalBOI Reporting Portal

In the event that there are changes or inaccuracies to information you have previously reported, the reporting company is required to file an update within 30 calendar days after the date the change occurred. Reporting companies created or registered before January 1, 2024, will have one calendar year (January 1, 2025) to file their initial reports, while reporting companies created or registered after the effective date will have 30 days after receiving notice of their creation or registration to file their initial reports. FinCen is currently developing a new IT system, the Beneficial Ownership Secure System (BOSS), which will be used to collect, store, and maintain BOI reports.