BOI Reporting Services
Reporting Process
Why must companies report Beneficial Ownership Information (BOI) to the U.S. Treasury?
In 2021, Congress passed the Corporate Transparency Act with bipartisan support. This act established new BOI reporting requirements to prevent illicit activities, making it more difficult for bad actors to use shell companies or opaque ownership structures to hide assets.
When do we need to report our company’s BOI to FinCEN?
For companies formed or registered before January 1, 2024, the initial BOI report must be submitted by January 1, 2025. For companies formed or registered on or after January 1, 2024, the initial BOI report must be filed within 30 days of receiving actual or public notice of the company’s formation or registration.
Reporting Companies
Is there a fee for submitting BOI reports to FinCEN?
No, there is no fee for submitting BOI reports to FinCEN.
Which companies are required to report BOI to FinCEN?
Reporting companies include:
- Domestic Reporting Companies: Entities such as corporations, limited liability companies, and other entities formed by filing documents with the Secretary of State or a similar office in the U.S.
- Foreign Reporting Companies: Entities formed outside the U.S. that register to do business in the U.S. by filing with the Secretary of State or similar office.
Beneficial Owners
Are there any companies exempt from BOI reporting?
Yes, 23 types of entities are exempt:
| Exemption Number | Exempt Entity | Exemption Number | Exempt Entity |
|---|---|---|---|
| 1 | Securities Issuer | 13 | Licensed Insurance Producer |
| 2 | Governmental Entity | 14 | Commodity Exchange Act Entity |
| 3 | Bank | 15 | Accounting Firm |
| 4 | Credit Union | 16 | Utility Company |
| 5 | Depository Institution Holding Co. | 17 | Financial Market Utility |
| 6 | Money Services Business | 18 | Investment Vehicle |
| 7 | Broker or Dealer | 19 | Tax-Exempt Entity |
| 8 | Securities Exchange or Clearing Agent | 20 | Entity Assisting Exempt Entity |
| 9 | Other Exchange Act Registered Entity | 21 | Large Operating Company |
| 10 | Investment Company or Advisor | 22 | Subsidiary of Exempt Entity |
| 11 | Venture Capital Fund Advisor | 23 | Inactive Entity |
| 12 | Insurance Company |
Who qualifies as a beneficial owner of a reporting company?
A beneficial owner is an individual who, directly or indirectly, exercises substantial control over the company or owns or controls at least 25% of the company’s ownership interests.
What constitutes "substantial control"?
Substantial control includes, but is not limited to:
- Senior Officer Status: Serving as a high-level executive (e.g., president, CFO, general counsel).
- Appointment Rights: The power to appoint or remove a majority of directors or officers.
- Key Decision-Maker: Individuals making significant decisions on behalf of the company.
- Other Forms of Control: Any other form of significant influence over the company.
What qualifies as an "ownership interest"?
Ownership interest refers to arrangements that establish ownership in a company, such as equity, stock, voting rights, or any other mechanism indicating ownership.
Who is excluded from the definition of a beneficial owner?
Five categories of individuals are excluded from being considered beneficial owners:
- Minors: Under the age of 18.
- Nominees, Intermediaries, Custodians, or Agents.
- Employees: Unless they hold significant control.
- Heirs.
- Creditors.
In these cases, the reporting company does not need to list these individuals as beneficial owners to FinCEN.
If a beneficial owner holds ownership interest through multiple exempt entities, what should be reported?
If the beneficial owner only holds ownership through exempt entities, the reporting company may list the names of the exempt entities instead of the individual’s personal information.
Reporting Requirements
Besides beneficial owner information, what else must reporting companies disclose?
The information required depends on the company’s formation date:
- After January 1, 2024: Must report information about the company itself, its beneficial owners, and company applicants.
- Before January 1, 2024: Only needs to provide information about the company and its beneficial owners; company applicant information is not required.
What information about the company itself must be reported?
Reporting companies must provide:
- Legal Name;
- Any trade names (DBAs);
- Principal business address (if in the U.S.) or the current U.S. business address (if outside the U.S.);
- Jurisdiction of formation or registration;
- Taxpayer Identification Number (TIN), or if a foreign entity, a foreign-issued TIN and the issuing jurisdiction.
What information must be reported about beneficial owners or company applicants?
For each beneficial owner or company applicant, the company must disclose:
- Full legal name;
- Date of birth;
- Residential address;
- Unique identifying number (e.g., passport, driver’s license);
- Image of the document (such as a passport or driver’s license photo).
Updating Reports
What should I do if there are changes to previously reported information?
If there is a change in the required information for your company or its beneficial owners, the company must file an updated report within 30 days of the change. Changes in company applicant information do not require an update.