In 2021, Congress passed the Corporate Transparency Act on a bipartisan basis. This law creates a new beneficial ownership information reporting requirement as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures.

[Issued September 18, 2023]

Reports will be accepted starting on January 1, 2024.

If your company was created or registered prior to January 1, 2024, you will have until January 1, 2025, to report BOI.

If your company was created or registered on or after January 1, 2024, and before January 1, 2025, you must report BOI within 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective, whichever is earlier.

If your company was created or registered on or after January 1, 2025, you must file BOI within 30 calendar days after receiving actual or public notice that its creation or registration is effective.

Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days. FinCEN cannot accept reports before January 1, 2024.

A reporting company’s beneficial owner is any individual who owns or controls 25% or more of the ownership interests of a reporting company or who directly or indirectly exercises substantial control over the entity.

There are a few things you need to know to help you get start filling your company’s BOI report:

There is no fee for submitting your beneficial ownership information report to FinCEN.

There is no annual reporting requirement.

Reporting companies must file an initial BOI report and updated or corrected BOI reports as needed.

Foreach individual who is a beneficial owner, a reporting company will have to provide:

The individual’s name

Date of Birth

Residential address

An identifying number from an acceptable identification document

Passport or U.S. driver’s license

The image of the identification documents

An individual has substantial control if they: 1) Are a senior officer (e.g., CEO, CFO, COO, or other executive level position with a high degree of authority); 2) Have the authority to appoint and remove senior officers and members of the board of directors or other governing body; or 3) Make, direct, or influence the company’s important decisions.

Any individual who owns or controls at least 25% of the ownership interests in a reporting company is considered a beneficial owner.

FinCEN’s list of types of entities are exempt from the BOI reporting requirements.

23 types of entities are exempt from the beneficial ownership information reporting requirements. These entities include publicly traded companies meeting specified requirements, many nonprofits, and certain large operating companies.

The following table summarizes the 23 exemptions:

1 Securities reporting issuer

2 Governmental authority

3 Bank

4 Credit union

5 Depository institution holding company

6 Money services business

7 Broker or dealer in securities

8 Securities exchange or clearing agency

9 Other Exchange Act registered entity

10 Investment company or investment adviser

11 Venture capital fund adviser

12 Insurance company

13 State-licensed insurance producer

14 Commodity Exchange Act registered entity

15 Accounting firm16Public utility

17 Financial market utility

18 Pooled investment vehicle

19 Tax-exempt entity

20 Entity assisting a tax-exempt entity

21 Large operating company

22 Subsidiary of certain exempt entities

23 Inactive entity

To learn more about the BOI report, please visit the resource links provided below:

FinCEN’s Official Website: Preparing and Filing your Beneficial Ownership Information

FinCEN’s BOI E-Filing System: Report your company’s beneficial ownership information via a secure filing system on FinCEN’s BOI E-Filing website

FinCEN’s Reporting Exemption: FinCEN’s list of types of entities are exempt from the BOI reporting requirements

FinCEN’s FAQ Section: Frequently Asked Questions about BOI Reporting

FinCEN’s BOI Small Business Resources includes additional information on what must be reported on your BOI report, such a compliance guide, quick references, information videos, etc.