Beneficial Ownership Information Report

FAQ's

The Beneficial Ownership Information Report (BOIR) requirement mandates reporting companies to inform FinCEN about the individuals who own or control the company, either directly or indirectly.

YES, if your company is:

  • A domestic reporting company incorporated in the US; or
  • A foreign reporting company registered to do business in the US but not incorporated in the US.

NO, if your company is an exempt entity.

A beneficial owner is any individual who:

  • Has significant control over the reporting company, directly or indirectly; or
  • Owns or controls 25% or more of the company’s ownership interests.

Important decisions involve those related to the company’s business operations, finances, and organizational structure. Someone who influences, makes, or significantly impacts these key decisions holds substantial control over the company.

You must file in the following situations:

  • If the company was established before 2024, you must file the initial BOIR by January 1, 2025;
  • If the company was established on or after January 1, 2024, the initial BOIR must be filed within 90 days;
  • If the company was established on or after January 1, 2025, the initial BOIR must be filed within 30 days.

Failure to file BOIR on time or providing inaccurate information may result in:

Failure to file BOIR on time or providing inaccurate information may result in:

  • Up to 2 years in prison;
  • A $500 per day fine until the violation is corrected; or
  • A $10,000 fine.

A FinCEN identifier is a unique identification number issued by FinCEN for individuals or reporting companies. It simplifies future BOIR submissions. While not mandatory, it is issued once upon request.

You must update your BOIR within 30 days of any changes. You do not need to update the BOIR for changes related to a company applicant. If any filed information becomes inaccurate, you must report the change no later than 30 days after discovering or becoming aware of the inaccuracy.

The only forms of identification that are considered acceptable include:

  • A non-expired U.S. driver’s license (including those issued by a commonwealth, territory, or possession of the United States)
  • A non-expired identification document issued by a U.S. state or local government or an Indian Tribe
  • A non-expired passport issued by the U.S. government
  • A non-expired passport issued by a foreign government (only applicable if the individual does not have one of the three previously mentioned forms of identification)

No, they are not required to. Reporting companies must submit an initial BOI report along with any updated or corrected reports as necessary.

No, companies must report beneficial ownership information directly to FinCEN. While state or local governments, financial institutions, and federal agencies such as the IRS may also require certain beneficial ownership information, these obligations do not replace the requirement to report to FinCEN.

No, each reporting company must file its own BOI report.

An initial BOI report must include only the beneficial owners at the time of filing. Companies are required to submit updated reports to FinCEN to reflect any changes in beneficial ownership.

The BOIR e-filing option will be available starting January 1, 2024, and it will indicate whether the submission was successful or failed. If you choose to work with us, we will provide you with a copy of the acknowledgment immediately after submitting the BOI report.

FinCEN identifies 23 types of exempt business entities that do not qualify as reporting companies under the reporting

requirement:

  • Securities reporting issuer
  • Government authority
  • Bank
  • Credit union
  • Depository institution holding company
  • Money services business
  • Broker or dealer in securities
  • Securities exchange or clearing agency
  • Other Exchange Act registered entity
  • Investment company or investment adviser
  • Venture capital fund adviser
  • Insurance company
  • State-licensed insurance producer
  • Commodity Exchange Act registered entity
  • Accounting firm
  • Public utility
  • Financial market utility
  • Pooled investment vehicle
  • Tax-exempt entities
  • Entity assisting a tax-exempt entity
  • Large operating company
  • Subsidiary of certain exempt entities
  • Inactive entity

Companies qualify as tax-exempt entities if they meet any of the following criteria:

The IRS recognizes them as exempt entities under section 501(c) of the Internal Revenue Code (this includes many nonprofit organizations).

They lost their tax-exempt status under the code less than 180 days prior.

They are political organizations as defined under section 527(a) of the code.

They are trusts as defined under section 4947(a) of the code.

A large operating company is defined by the following criteria:

  • It is subject to a federal regulatory regime.
  • It employs over 20 full-time staff in the U.S.
  • It had more than $5 million in gross receipts or sales on the previous year's tax return filed with the IRS, excluding foreign receipts
  • It has a physical operating presence in the U.S.
  • It is owned by an entity that is already exempt under the Corporate Transparency Act.
  • It has been designated as exempt by the Secretary of the Treasury and the U.S. Attorney General.

Inactive entities are not required to file a BOIR. FinCEN defines an inactive entity as one that meets all of the following criteria:

  • It was created before January 1, 2020.
  • It is not engaged in active business.
  • It is not owned by a foreign person, resident, domestic partnership, corporation, or other estate or trust.
  • It has not sent or received over $1,000 while transacting business in the last year.
  • It has no assets, including ownership of other companies, in the U.S. or elsewhere.

The Act exempts certain individuals from the definition of beneficial owner, including:

  • Minors
  • Individuals acting as nominees, intermediaries, custodians, or agents on behalf of someone else
  • Employees who are not senior officers and whose interest or control is solely derived from their employment status
  • Individuals whose only interest in a reporting company comes from the right of inheritance
  • Contingent trust beneficiaries
  • Creditors whose only interest is to recover business debts

Members or owners of a limited liability company (LLC) will likely be designated as beneficial owners under the new rule. This means that these LLCs qualify as reporting companies and must file the new BOIR with the federal agency, providing basic contact information about the company and its owners. This requirement applies to both single-member and multi-member LLCs, all of which are considered reporting companies and must disclose their beneficial ownership information in the BOIR.

Beneficial Ownership Information Report is not affiliated with the US Government or the Financial Crimes Enforcement Network (FinCEN).

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GOVBOIR.COM exists to make it easy for businesses to file their Beneficial Ownership Information Report. We are not affiliated with the US Government or the Financial Crimes Enforcement Network (FinCEN). You may file your BOIR directly with FinCEN at www.fincen.gov.