What is BOI Reporting?

Overview

As of January 1, 2024, the bipartisan Corporate Transparency Act, enacted in 2021 to curb illicit finance, requires many companies doing business in the United States to report information to the Financial Crimes Enforcement Network (FinCEN) about the individuals who ultimately own or control them. FinCEN is a bureau of the U.S. Treasury Department.

What are the filing deadlines?

• Reporting companies created or registered before January 1, 2024 have until January 1, 2025 to file.
• Reporting companies created or registered in 2024 must file within 90 calendar days after receiving actual or public notice that their creation or registration is effective, whichever is earlier.
• Reporting companies created or registered on or after January 1, 2025 must file within 30 calendar days after receiving actual or public notice that their creation or registration is effective.
• Any updates or corrections to beneficial ownership information previously filed with FinCEN must be submitted within 30 days.

Beneficial ownership information reporting is not an annual requirement. A report only needs to be submitted once, unless the filer needs to update or correct information.

Who needs to file?

• A company may need to report beneficial ownership information to FinCEN if it is:
  • a corporation, a limited liability company (LLC), or was otherwise created in the United States by filing a document with a secretary of state or any similar office under the law of a state or Indian tribe; or
  • a foreign company that was registered to do business in any U.S. state or Indian tribe by such a filing.

For more information about whether a company needs to file, visit fincen.gov/boi.

Reporting resources:

• Video: Five-Minute Demo: How to File a Beneficial Ownership Information (BOI) Report
• Video: FinCEN Info Session: How to Comply with New Beneficial Ownership Reporting Requirements
• Brochure: An Introduction to Beneficial Ownership Information Reporting

What happens if a reporting company doesn’t file?

A person who willfully violates beneficial ownership reporting requirements may be subject to civil penalties of up to $591 for each day that the violation continues, as well as criminal penalties of up to two years imprisonment and a fine of up to $10,000. Potential violations include willfully failing to file a beneficial ownership information report, willfully filing false beneficial ownership information, or willfully failing to correct or update previously reported beneficial ownership information.

(www.fincen.gov/boi/toolkit)