Starting in 2024 newly formed and existing corporations, limited liability companies (LLCs), limited partnerships, and other entities that file formation papers with a state’s Secretary of State’s office (or similar government agency) must file a report with the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) providing specified information regarding the entity’s “beneficial owners.”
The Beneficial Ownership Information (BOI) report requirement was established to prevent illicit finance and make it harder for bad actors to hide.
Who Needs to Report
"Beneficial owners" are defined as individuals who own more than 25% of the company or have significant control over it. This includes major stakeholders and individuals with key decision-making roles, such as senior officers or board members.
Filing Deadlines
Companies that are required to comply must file their initial reports by these deadlines:
- Existing companies: Reporting companies created or registered to do business in the United States before January 1, 2024 must file by January 1, 2025.
- Newly created or registered companies: Reporting companies created or registered to do business in the United States in 2024 have 90 calendar days to file after receiving actual or public notice that their company’s creation or registration is effective.
Understanding Fines & Penalties
Non-compliance or failure to update your information can lead to large fines. Businesses who willfully fail to comply could face daily fines of $500 until the issue is corrected. In cases where legal action is pursued, fines could soar to $10,000, and individuals might even face up to two years in prison. These penalties apply to the beneficial owners, as well as the entity itself and the individuals responsible for filing the reports.
Required Information
Beneficial owners and company applicants are required to submit the following:
- Full legal name, date of birth and street address
- Unique ID number, which can be from a non-expired U.S. passport, state driver’s license, or other government-issued ID card. (If unavailable, a non-expired foreign passport may be used.)
- Image of the document providing the unique ID number
Filing Your BOI Report
BOI reports are required to be filed online through FinCEN's e-filing portal at https://boiefiling.fincen.gov/. Submission is free.
Updating Your Information
Any change in ownership or control, including address or name changes must be reported to FinCEN within 30 days to avoid penalties.
Need Assistance?
To learn more about BOI reporting, including any exemptions, visit the following references:
Please be aware that our office is unable to help with the filing process, due to legal restrictions that prohibit our involvement. For additional help, we recommend consulting a legal professional who specializes in regulatory compliance.
