March 10, 2025
By: LaToya Bines
If you have been following the Beneficial Ownership Information (BOI) reporting requirements you may feel like you have been on a compliance rollercoaster. For much of the fourth quarter (2024) many business owners were confused on whether they were required to file or not, while others were completely in the dark of the requirement. As of February 19, 2025, all doubts have been eliminated regarding reporting requirements.
What is Beneficial Ownership Information (BOI)?
Beneficial Ownership Information Reporting (BOIR) was implemented on January 1, 2024, by the Department of Treasury in compliance with the bipartisan Corporate Transparency Act (CTA). Companies who have registered to do business in the United States (foreign and domestic) may have to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. So, who are considered beneficial owners and why is reporting necessary?
A beneficial owner is the person(s) who owns the company, has at least 25% control over the company, and/or has substantial control over the company. Any individual who has the power to appoint or remove the majority of officers or directors from the company is considered to have substantial control. The goal of BOIR is for the United States to regain integrity within its financial system by creating hurdles for those who engage in illicit activities such as money laundering.
Who must Report?
Corporations, Limited Liability Companies (LLCs), and other companies who filed with the secretary of state or equivalent may be required to file beneficial ownership information. This also includes foreign companies that registered to do business within the United States. Publicly traded companies and nonprofits, along with twenty-one other entity types are exempt from reporting. FinCEN has created a Small Entity Compliance Guide to help you determine if you need to report. To receive a copy of this guide, visit https://www.fincen.gov/boi/small-entity-compliance-guide and select the language best for you.
Reporting companies must also obtain information regarding the company applicant. The company applicant is the person who filed documents to register or create the company. If a third-party company registered your business, please note that legal entities are not considered company applicants, only an individual can be an applicant. Reporting companies who were first registered or created on or after January 1, 2024, are required to report company applicants.
What to report?
Reporting Company:
Full Legal Name
Any Trade Name
Current U.S. address
Jurisdiction of formation
Internal Revenue Service (IRS) Taxpayer Identification Number (TIN) (including an Employer Identification Number (EIN))
Each Beneficial Owner and Company Applicant:
Full Legal Name
Date of Birth
Current Address
Unique identifying number and issuing jurisdiction from, and image of, one of the following non-expired documents:
U.S. passport
State driver’s license
Identification document issued by a state, local government, or tribe
If an individual does not have any of the previous documents, foreign passport
When to report?
Beneficial ownership information reporting is not an annual requirement and only needs to be updated when information has changed or if a correction is needed. Prior to 2025, when you filed your report depended on when the company was created or registered. Leading up to the original compliance date of January 1, 2025, there have been a vast number of court filings. The filing date has been pushed back a few times, and the mandatory requirement has been put on hold several times.
However, as of February 19, 2025, reporting is mandatory and the date to file without penalty is March 21, 2025, unless otherwise directed by FinCEN or a court verdict. Anyone who registers a business after this date has 30 days to file BOI without penalty. Civil penalties can go up to $500 each day, the violation continues, and the criminal penalties include imprisonment (up to 2 years) and/or a fine of up to $10,000. Anyone who willfully withholds information from FinCEN by not completing, updating, or providing fraudulent beneficial ownership information, may face civil and/or criminal penalties.
How to report?
Reporting companies report beneficial ownership information electronically through FinCEN’s website: www.fincen.gov/boi. Reporting is free of charge and the system provides confirmation of receipt once a completed report is filed with FinCEN. If you need to contact FinCEN, you may do so by:
Completing the FinCEN contact form www.fincen.gov/contact ; or by
Leaving a voice message on FinCEN Regulatory Helpline 703-905-3591 or 1-800-767-2825 (toll free).
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