Beneficial Ownership Information (BOI)

New Federal Reporting Requirement for Beneficial Ownership Information (BOI)

Effective January 13, 2025, many companies in the United States must report information about their beneficial owners-the individuals who ultimately own or control the company-to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.

Filing is simple, secure, and free of charge. Beneficial ownership information reporting is not an annual requirement. Unless a company needs to update or correct information, a report only needs to be submitted once.

Be sure to review FinCEN's Small Entity Compliance Guide, which provides information to help small businesses comply with this reporting requirement.

Who Has to Report?
Companies required to report are called reporting companies. Reporting companies may have to obtain information from their beneficial owners and report that information to FinCEN.

Your company may need to report information about its beneficial owners if it is:

1. 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
2. a foreign company and was registered to do business in any U.S. state or Indian tribe by such a filing.

Who Does Not Have to Report?
Twenty-three types of entities are exempt from beneficial ownership information reporting requirements, including publicly traded companies, nonprofits, and certain large operating companies.

FinCEN's Small Entity Compliance Guide includes checklists for each of the 23 exemptions that may help determine whether your company qualifies for an exemption. Please review Chapter 1.2 of the Guide for more information.

How Do I Report?Reporting companies report beneficial ownership information electronically through FinCEN's website: https://www.fincen.gov/boi. The system provides a confirmation of receipt once a completed report is filed with FinCEN.

When Do I Report?
BOI filings are now due by January 13, 2025, including a 12-day extension just granted by FINCEN.

• If your company was created or registered prior to January 1, 2024, you will have until January 13, 2025 to report BOI.
• Reporting companies created or registered in the United States on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN.
• Reporting companies created or registered in the United States on or after December 3, 2024 and on or before December 23, 2024 have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
• Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
• Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days.
• Reporting companies that are created or registered in the United States on or after January 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

Where Can I Learn More?You can find guidance materials and additional information by visiting https://www.fincen.gov/boi.