Beneficial Ownership Information Reporting Requirements

Beneficial Ownership Reporting Requirements: What You Need to Know

 

Stay Updated

This remains a dynamic situation. Business owners should visit FinCEN.gov/BOI for the most current updates and revised instructions.
 

Effective Date and Purpose

As of February 18, 2025, the U.S. District Court for the Eastern District of Texas has reinstated the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA). Due to this ruling, FinCEN’s reporting regulations are back in effect.
 
Recognizing that businesses may need additional time to comply, FinCEN has extended the reporting deadline by 30 calendar days from February 19, 2025. Additionally, FinCEN intends to revise the BOI reporting rule later this year to reduce the burden on lower-risk entities, particularly small businesses.
 
While we are unable to provide personalized advice for your business, we are committed to keeping our clients informed about regulatory changes that may affect them. We recommend consulting with your legal or tax professional for guidance.
 

Who Needs to Report?

Reporting companies include:
  • Corporations, Limited Liability Companies (LLCs), Limited Partnerships (LPs), and other entities created by filing documentation with a state office.
  • Foreign reporting companies are entities (including corporations and limited liability companies) formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office.
Exceptions include:
  • Sole proprietors, non-profits, general partnerships, municipalities, government authorities, and regulated entities like banks, insurance companies, and securities brokers in addition to several others.
To determine your specific reporting obligations, visit FinCEN.gov/BOI.
 

Updated Reporting Deadlines

 
  1. Most Reporting Companies:
    • New deadline to file an initial, updated, or corrected BOI report: March 21, 2025.

    • FinCEN may provide further updates before this deadline.

  2. Reporting Companies with Later Deadlines:
    • If a company qualifies for an extension (e.g., disaster relief), it must follow the later deadline, not March 21. 
  3. Exempt Entities:
    • As per the court ruling in National Small Business United v. Yellen, certain plaintiffs (e.g., Isaac Winkles and members of the National Small Business Association) are currently NOT required to report BOI.

How to Report:

  • Businesses must file BOI reports using FinCEN’s E-Filing system at https://boiefiling.fincen.gov.

What Information Must Be Reported?

 
For Reporting Companies:
  • Full legal name, trade name(s), current street address of its principal place of business, and Employer Identification Number (EIN).
For Beneficial Owners and Company Applicants:
  • Full legal name, date of birth, residential address, and a copy of a non-expired government-issued ID.

Who Qualifies as a Beneficial Owner or Company Applicant?

  • Beneficial Owners: Individuals who:
    1. Exercise substantial control over a reporting company, or
    2. Own or control at least 25% of its ownership interests.
  • Company Applicants:
    • A company applicant must be reported only if the reporting company is:
      • A domestic reporting company created in the United States on or after January 1, 2024.
      • A foreign reporting company first registered to do business in the United States on or after January 1, 2024.
      • Companies created before January 1, 2024, are not required to report company applicants.

How to File a Report

BOI reports must be submitted electronically using FinCEN’s secure online reporting system.
 
Detailed instructions, forms, and FAQs are available at FinCEN.gov/BOI.
 

Why Is This Important?

The BOI reporting requirement serves multiple purposes:
  • Preventing Financial Crimes: Transparency deters illegal activities like money laundering and terrorist financing.
  • Protecting Businesses: Compliance reduces the risk of inadvertent involvement in financial crimes.
  • Fostering Trust: Transparency builds confidence in the financial system and enhances your organization’s reputation.

Consequences of Non-Compliance

 
Failure to comply with BOI reporting requirements can have serious repercussions, including:
  • Substantial Financial Penalties: Non-compliance may result in significant fines, which could impact your business’s financial stability.
  • Legal Risks: Businesses and their owners may face legal actions, leading to reputational damage and further financial consequences.
  • Disruptions in Operations: Authorities may enforce measures that disrupt daily operations, affecting your ability to serve customers or meet business goals.

Need Assistance?

If you have questions about BOI reporting, we encourage you to:
  • Visit FinCEN.gov/BOI for additional guidance.
  • Contact the FinCEN Resource Center at 1.800.767.2825 or via email at FRC@fincen.gov.