BOI Reporting Requirements 2024: Complete Guide for Compliance

The beneficial ownership reporting requirement was set by the Department of Treasury's Financial Crimes Enforcement Network (FinCEN) as a way to clamp down on financial crimes like money laundering, the operation of shell companies, and other vague business structures.

Most companies in the U.S., including certain kinds of limited liability companies, corporations, and S corporations, are impacted by this reporting requirement. Here's everything you need to know about this report and what it means for your small business.

Introduction to BOI reporting requirements 2025

The Federal Corporate Transparency Act (CTA) now requires most small businesses that meet certain criteria to provide various details about themselves, their beneficial owners, and possibly even company applicants through the Beneficial Ownership Information Report (BOIR), commonly called the BOI report.

FinCEN manages beneficial ownership information in a centralized, non-public database. This data is accessible to law enforcement agencies, national security agencies, and financial institutions.

Overview of Beneficial Ownership Information Reporting

The CTA was launched in 2021 as a means to curb illicit financial transactions, such as tax fraud and terrorism financing, that impact national security and economic stability.

Under the new legislation, certain legally registered companies must disclose vital details about their business and beneficial owner(s).

According to the CTA, a beneficial owner can be:

• A person who has 25% or more ownership interest or control in the company, or
• A person who exercises substantial control over a company's finances, structure, and operations (like a manager, CEO, or COO).

Stock and equity shares, as well as voting rights can be used to establish ownership interests.

Key changes in BOI reporting for 2025

The BOIR marks a significant shift in how businesses must disclose ownership details. FinCEN has also put out new reporting deadlines for filing one's beneficial ownership information.

Companies created or registered on or after Jan. 1, 2024, have a 90-day window from the date they receive their actual or public notice of registration to submit their initial BOI report. Let's say you got your actual notice of creation or registration on Sept. 15, 2024. The initial BOI report deadline will be Dec. 14, 2024.

Companies established on or after Jan. 1, 2025, have only 30 days after their creation or registration to file their initial reports. For example, if you receive your stamped certificate of authority on Jan. 15, 2025, you must submit your initial BOI report by Feb. 14, 2025.

Existing companies (formed before Jan. 1, 2024) have to submit their initial BOI reports by Jan. 1, 2025.

One important change in the reporting rules is the need to update filings. If a beneficial owner changes their address, obtains a new driver's license number, or legally changes their name because of marriage or divorce, these changes must be reported. The deadline for reporting these changes could be as short as 30 days.

Importance of compliance with BOI reporting

Complying with this new legal requirement is essential because it promotes financial integrity and transparency while promoting fair business practices within the U.S. The sharing of accurate data on beneficial ownership information makes it harder for businesses to conduct illegal activities or hide behind vague business structures. Shell companies, for instance, may be used to hide illicit activities and money. It's difficult and time-consuming for the government to spot risk patterns without access to information about who really owns these companies.

Penalties for non-compliance

The consequences of non-compliance with beneficial ownership information reporting are serious. Disregarding your reporting obligations can lead to the Financial Crimes Enforcement Network imposing both civil and criminal penalties against you. As written in the Corporate Transparency Act, anyone who intentionally defies the reporting mandate can face daily civil penalties of $591. These penalties can quickly add up and lead to substantial financial liabilities.

Who needs to file a BOI in 2025

Businesses that are required to report beneficial ownership information are known as reporting companies. Let's understand the criteria for determining whether your small business is subject to BOI reporting obligations.

Determining reporting companies

There are two kinds of reporting companies—domestic and foreign reporting companies.
Domestic reporting companies are created under U.S. or Tribal law. This includes LLCs, corporations, and S corporations formed according to state statutes. If you have filed articles of organization or articles of incorporation with your Secretary of State or Tribal office, you would be classified as a domestic reporting company.

Also, if you created or registered your company by filing a document with a Secretary of State or similar office in one of the U.S. territories, such as Puerto Rico or the U.S. Virgin Islands, you would also be considered a domestic reporting company.

Foreign reporting companies are established under foreign country laws but are also registered to do business in the U.S. Any foreign business entity that has filed a document with a Secretary of State or similar office in the U.S. is classified as a foreign reporting company and would be required to report beneficial ownership information. A foreign reporting company can be a limited liability company or a corporation.

Exemptions and special cases

Currently, 23 types of legal entities are exempt from providing their beneficial ownership information. Among these are banks, credit unions, accounting firms, public utility companies, and certain large operating companies, which can bypass this compliance requirement.

A foreign reporting company that ceased operations and was formally dissolved before the Corporate Transparency Act took effect on Jan. 1, 2024, is exempt from this compliance requirement.

Foreign pooled investment vehicles (FPIVs) are also exempt from reporting individual beneficial owners and company applicants if they meet certain criteria. A foreign pool investment vehicle is a large investment fund where multiple investors add in money to buy assets that would otherwise only be available to accredited or large-scale investors. 

FinCEN's Small Entity Compliance Guide includes a detailed list of all exempt entities. If you’re unsure about whether your company identifies as a reporting company or qualifies for exemption, consult a small business attorney.

Understanding reporting company applicants

Only a domestic or foreign reporting company created or registered on or after Jan. 1, 2024, needs to provide company applicant details. A company applicant is the person responsible for filing the documents that lead to the company's creation with the appropriate state authority. If you submitted your LLC or C corp paperwork in person, via mail, or online, you would be considered the company’s applicant.

Company applicants:

• Must be an individual (can't list another legal entity or company).
• Can also be the beneficial owner.

If you used a third-party service to file your formation documents, the company applicant would be the actual employee who submitted your paperwork. Let's say you got a lawyer to register your LLC. You will list the lawyer's details under the company applicant section.

Step-by-step guide to filing a BOI report

Filing the Beneficial Ownership Information Report (BOIR) involves critical steps that demand thorough preparation. FinCEN estimates that completing a company's beneficial ownership information report, from start to finish, can take between 90 to 120 minutes. To help you through this process, here is a step-by-step guide.

Step 1: Collect the required information

The BOIR report has to be completed and submitted in real time. This means that you have one shot at completing it. Since the form can't be saved, make sure you have all the necessary information beforehand.

Company information. The report requires you to include the business's legal name, DBA "doing business as" or trade name, physical address, federal taxpayer identification number (EIN), and jurisdiction where the company was created or registered.

An online service like LegalZoom can help if you urgently need an EIN.

Beneficial owner and company applicant information. Reporting companies should have the following information handy for each beneficial owner and company applicant:

• Complete legal name
• Date of birth
• Address
• An identification number from a government-issued ID such as a driver’s license or passport (foreign passports can only be used if no other form of ID is available).

You will also need to upload a clear digital copy of the non-expired identification document.

Step 2: Complete BOI report

Once you have gathered all your documents, head to the BOIR website and click "File BOI." You'll be asked to select a filing method: PDF or online. While both methods are available, online filing is generally recommended because it’s easy and convenient.

When you select the online filing option, you will be led to the main beneficial ownership information reporting form, which consists of four sections: Filing information, reporting company, company applicant(s), and beneficial owner(s).

Each section needs to be completed accurately. Let's break it down.

• Filing information. Select what type of report information you're filing. If this is your first time, pick "Initial Report."
• Reporting company information. In this section, you need to provide information about the reporting company, such as legal name, trade name, and tax identification number that you've assembled during the prep work. You can opt to receive a unique FinCEN ID. This selection isn't mandatory, but it can streamline the reporting process. If you're a foreign pooled investment vehicle (FPIV), remember to select the box 4b.

Filing tip: If your business has multiple addresses, input the street address of the location where you receive the most important notices [PDF]. If you have no physical U.S. address, you can use your registered agent's address.

• Company applicant information. Only reporting companies created after Jan. 1, 2024, have to complete this portion. If your company was created before this date, click on box 16 to head directly to the beneficial owner section. All information you have collected must be entered into fields 19 to 33. If you need to add details about a second company applicant, go to the top of the "Company Applicant Information" page and select the "+" button. You will have to complete all the same information for the second company applicant.
• Beneficial owner information. This page is set up like the company applicant page and requires the same details, such as legal name, residential address, and government-issued ID number, for each beneficial owner. Go to the top of the "Beneficial Owner Information" page and press "Add beneficial owner" if the reporting company has multiple beneficial owners.

Step 3: Submit the BOIR to FinCEN

Once all the fields are completed, you will proceed to the final stage—submission. It's a best practice to return to the other tabs and double-check all the information. After you have checked all the fields for accuracy, complete the following steps.

Enter the email address and full name of the person filing the form.

Select the "I agree" checkbox indicating that you certify that all information is accurate and complete. Selecting this box will validate all fields. The system will automatically display an error message if any required fields are missing or contain invalid entries. Go back and fix any highlighted errors and click on "I agree" again.

Complete the human verification box and select the appropriate images to verify you aren't a robot.

Select "Submit BOIR" to submit the form electronically.

If you use the PDF filing option, the submission process contains a few more steps. After entering all the requested information, do the following:

• Select the "Validate" icon to ensure all fields are completed correctly.
• Click on "Finalize" to lock in all the data. If you need to change anything, select the "Edit Report."
• Press the "Save" button to retain a copy of the report. This step will activate the "Ready to File" button.
• Click on the "Ready to File" icon to start the submission process. You will then have to provide the email address of the person filling the form and verify you're a human.
• Select "Submit BOIR" to submit the PDF.

Once the submission is completed successfully, you will see the "Submission Status Confirmation" page. If the submission is rejected, you need to resolve errors and submit the report again.

Whatever your chosen filing method (PDF or online), download a submission confirmation receipt for record keeping. Simply select "Download Transcript," and you'll instantly get a PDF copy of your transcript.

Common filing mistakes to avoid

The BOI report has a lot of fields, and it's easy to make a mistake. The FinCEN will only accept complete reports, and correcting mistakes is a lengthy process. Here are some tips to ensure complete and accurate filing:

• Seek legal counsel to identify every beneficial owner. Depending on your business's structure, there may be multiple beneficial owners. An attorney familiar with beneficial ownership information reports can help you identify all the beneficial owners.
• Spell-check all names and addresses before hitting submit, as the system lacks spellcheck and address verification features.
• Don't use a P.O. box as a business address. You have to use a physical street address.
• Upload documents in the right format and file size (under 5MB). Otherwise, they will fail to upload.

If navigating the beneficial ownership information reporting form is too much of an administrative burden, you can utilize LegalZoom's BOIR Service. We are an authorized FinCEN filer and can manage the submission process on your behalf and keep your business on track.

Compliance and ongoing reporting requirements

The BOIR is not a one-time report. The Financial Crimes Enforcement Network requires updated information about business entities in its beneficial ownership information registry to safeguard the country's financial system.

Annual reporting and updates

According to the Corporate Transparency Act, any modification or correction of previously submitted information has to be reported to FinCEN.

Corrections and updates are handled differently in the BOIR. If you realize you made a mistake in your initial BOI report, you have 30 days from the day you realized the error to correct the inaccuracy.

You can correct your initial BOI report via the BOI e-filing portal. But do know that to make any correction, you will have to repeat the entire registration process. Yes, every single field about the company, the company applicant, and beneficial owner(s) must be re-entered.

Go to the e-filing portal and select the "File BOI" link. You will be led to the home tab, where, under the filing information section, you should click "Correct prior report."

Complete all the required fields, verify your answers, and hit submit.

Handling changes in beneficial ownership

Any change in the reporting companies' beneficial ownership has to be reported. Events that warrant updates to your company's beneficial ownership information report are:

• Change in reporting company's legal name or trade name (like registering a new DBA).
• Change in reporting company's ownership interests (such as a new CEO or a sale that changes who has 25% ownership interest).
• Change in reporting company's business structure.
• Change in beneficial owner's legal name, address, or government ID number
• The reporting company gains or loses its exemption status.
• The beneficial owner, who was a minor, reaches the age of majority.

There is no requirement to report a company’s termination or dissolution. There's also no need to update the BOIR if the company applicant changes.

Like filing corrections, updates to the BOIR should be filed through their online filing system. Follow the same process to login, but select the "Update prior report" option. Domestic and foreign reporting companies get a 30-day window from when the change occurred to submit the updated BOI report.

Record keeping and documentation

A few tips to keep track of the important BOI reporting requirements and documentation are:

• Use a digital or physical calendar to track submission dates. Include actual dates for initial reports, annual reports, and any other required submissions.
• Set up email notifications or alerts to remind you of upcoming deadlines.
• Create a dedicated digital storage or folder for all BOI-related documentation, correspondence, and confirmations. You can have a Google Drive folder with the name "BOI_Report_(filing date)."
• Have backups of this folder to protect against accidental data loss or corruption.
• Keep copies of all documents submitted to BOIR, such as government IDs and other supporting paperwork, including formation documents and LLC operating agreements.
• Subscribe to industry newsletters or FinCEN's Updates for the latest communication about reporting guidelines, advisories, and alerts.

Completing the beneficial ownership information report is one more thing you have to take care of as a business owner, and we understand it can be a lot to manage. One solution to reduce this administrative workload is to outsource the filing and updates of the beneficial ownership information report to an authorized BOIR filer. FinCEN gives professional services the authority to complete the initial BOI reports and file updates or corrections on behalf of reporting companies. 

Special BOI reporting rules for LLCs, corporations, and other entities

While the reporting process is pretty much the same for LLCs, corporations, and other entities, there are a few special BOI reporting considerations that may impact each type of business structure. Here are a few nuances that can change your BOIR filing in 2024.

• Trusts. A trust may be required to report beneficial ownership information if it owns 25% or more ownership interest in a reporting company or exercises substantial control over it. This can create a reporting burden for certain trustees, grantors, and even beneficiaries. Likewise, if your trust was formed by filing formation documents with the Secretary of State or a similar office, you may be considered a reporting company. 
• Owned by an exempt entity. If your LLC or corporation is owned by one of the 23 exempt entities, you don't need to report individual beneficial owner information. Instead, you will provide information about the exempt entities. Here's how it would work. A large operating company holds a 75% ownership interest in your LLC. Person A has a 25% stake in a large operating company and, therefore, has an 18.75% (.25 x .75) stake in your LLC. You will report the large company's information in your report.
• Minors as beneficial owners. If one of the beneficial owners is a minor child, you will not report their information. Instead, you will include details about the child's parent or legal guardian.
• Foreign pool investment vehicle. If you have a foreign company that qualifies as a pool investment vehicle (such as a mutual fund), you don't need to provide company applicant or beneficial ownership information for every beneficial owner. Instead, you can just provide details of one individual who exercises substantial control over the company. If multiple people have similar levels of control, pick the one with the most authority over the company’s strategic direction.
• Existing companies. They don't have to provide company applicant information. Existing companies are defined as reporting companies (LLCs or corporations) created before Jan. 1, 2024.

As the beneficial ownership information requirement is a fairly new and intricate piece of legislation, it can be challenging to understand all the nuances. Moreover, the possibility of new updates or changes adds to the complexity. Therefore, it's best to seek legal expertise for personalized advice regarding your filing.

FAQs

Is a BOI still required?

Yes, since Jan. 1, 2024, the beneficial ownership information reporting requirement is very much valid and mandatory for any entity that qualifies as a foreign or domestic reporting company.

What are the new FinCEN reporting requirements in 2024?

From Jan. 1, 2024, FinCEN introduced a significant new reporting requirement—beneficial ownership information reporting. Most limited liability companies, corporations, and S corporations authorized to do business in the U.S. are required to report information about the company and its owners. Entities have different due dates for this report, depending on their year of creation or registration.

What are the new LLC rules in 2024?

The 2024 BOI reporting requirements for LLCs are part of the broader Corporate Transparency Act. The CTA, by definition, considers an LLC to be a reporting company unless it qualifies for an exemption. Therefore, most foreign (formed in another country) and domestic LLCs authorized to operate in the U.S. are subject to this new compliance measure.

An LLC needs to report information about each beneficial owner (owns 25% or more interest in the company or can exercise substantial control over the business). The deadline for filing depends on when the LLC received its actual or public notice of registration. For instance, a reporting company created or registered after Jan. 1, 2024, has 90 days from when the company receives actual notice of registration to file its initial beneficial ownership statement.

Another new rule for LLCs is the need to report any changes or incorrect information to FinCEN. The deadline for submitting updates and corrections is 30 days.

Can I file the beneficial ownership information report (BOIR) online?

Yes, you can, and it's very much recommended that you file your report online. Go to the BOIR filing page and select “File Online BOIR.” Be prepared with all the required information before you start filing, as the online form is not designed to be saved and completed later.

Are there any exemptions to the BOI reporting requirements?

The FinCEN exempts 23 legal entities, like banks and tax-exempt organizations, from providing their beneficial ownership information. You can refer to FinCEN's exemption flowchart and checklist in its Small Entity Compliance Guide or consult an attorney to identify whether you classify as a reporting or exempt entity.

What are the criteria for an inactive company?

As per the Corporate Transparency Act (CTA), an inactive company meets all the conditions listed below:

• Was created or registered before Jan. 1, 2020
• Has not engaged in any business activity or operations since Jan. 1, 2020
• Has not changed business structure
• Has not filed any tax returns since Jan. 1, 2020
• Holds no assets

You are exempt from BOI reporting obligations if your company checks all the boxes.

Do I need to file an initial BOI if I change my business structure from an LLC to a corporation?

It depends on the state or Tribal law under which you switched from an LLC to a corporation. If the conversion of your domestic reporting company results in the creation of a new domestic reporting company, then you will have to file an initial beneficial ownership information report.

But you aren't entirely off the hook from filing obligations. Even if there is no creation or registration of a new domestic reporting company, you must submit an updated BOI report because your business structure changed, which resulted in a name change. For example, RunBuddy, LLC. became RunBuddy, Inc.. Both scenarios warrant an update to the beneficial ownership information registry.

What should I do if my company receives an exemption after filing a BOI?

If a domestic or foreign reporting company receives exemption status after it has filed its initial BOI report, it needs to file a quick update. To inform FinCEN about the exemption, simply log in to the BOIR's secure filing system, identify the entity, and select the box marked "exempt status."