Beneficial Ownership Information Reporting Requirements

Beneficial Ownership Reporting Requirements: What You Need to Know

Stay Updated

This remains a dynamic situation. Business owners should visit FinCEN.gov/BOI for the most current updates and revised instructions.

Effective Date and Purpose

As of February 18, 2025, the U.S. District Court for the Eastern District of Texas has reinstated the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA). Due to this ruling, FinCEN’s reporting regulations are back in effect. Additionally, on March 21, 2025, FinCEN issued an interim final rule refining the BOI reporting requirements to apply only to entities classified as ‘foreign reporting companies’. Entities previously defined as ‘domestic reporting companies’ are now exempt from reporting BOI.

Who Needs to Report?

Reporting companies include:

Foreign reporting companies are entities (including corporations and limited liability companies) formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office. These companies are no longer required to report BOI for U.S. persons who are beneficial owners.
Due to numerous recent changes, exemption statuses can vary significantly, it is recommended to review the complete guidance to determine if an entity qualifies for an exemption.

Updated Reporting Deadlines

Most Reporting Companies:
- The deadline to file an initial, updated, or corrected BOI report for foreign reporting companies has been extended to the later of 30 days from the publication date of this rule or 30 days after registering to conduct business in the United States.
Reporting Companies with Later Deadlines:
- If a company qualifies for an extension (e.g., disaster relief), it must follow the later deadline, not March 21.
Exempt Entities:
- As per the court ruling in National Small Business United v. Yellen, certain plaintiffs (e.g., Isaac Winkles and members of the National Small Business Association) are currently NOT required to report BOI.

How to Report:

Businesses must file BOI reports using FinCEN’s E-Filing system at https://boiefiling.fincen.gov.

What Information Must Be Reported?

For Reporting Companies:

Full legal name, trade name(s), current street address of its principal place of business, and Employer Identification Number (EIN).

For Beneficial Owners and Company Applicants:

Full legal name, date of birth, residential address, and a copy of a non-expired government-issued ID.

Who Qualifies as a Beneficial Owner or Company Applicant?

Beneficial Owners: Individuals who:

1. Exercise substantial control over a reporting company, or
2. Own or control at least 25% of its ownership interests.

Why Is This Important?

The BOI reporting requirement serves multiple purposes:

Preventing Financial Crimes: Transparency deters illegal activities like money laundering and terrorist financing.
Protecting Businesses: Compliance reduces the risk of inadvertent involvement in financial crimes.
Fostering Trust: Transparency builds confidence in the financial system and enhances your organization’s reputation.

Consequences of Non-Compliance

Failure to comply with BOI reporting requirements can have serious repercussions, including:

Substantial Financial Penalties: Non-compliance may result in significant fines, which could impact your business’s financial stability.
Legal Risks: Businesses and their owners may face legal actions, leading to reputational damage and further financial consequences.
Disruptions in Operations: Authorities may enforce measures that disrupt daily operations, affecting your ability to serve customers or meet business goals.

Need Assistance?

If you have questions about BOI reporting, we encourage you to:

Visit FinCEN.gov/BOI for additional guidance.
Contact the FinCEN Resource Center at 1.800.767.2825 or via email at FRC@fincen.gov.