The U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) has issued a final rule mandating the reporting of Beneficial Ownership Information (BOI). This initiative aims to prevent the misuse of business entities for illegal activities. The rule applies to most corporations, limited liability companies (LLCs), and other entities formed or registered in the United States. These businesses are required to disclose information about their beneficial owners—those individuals who ultimately own or control the company. The regulation takes effect on January 1, 2024.
The purpose of BOI reporting is to enhance national security and promote transparency and accountability within the U.S. financial system. By enforcing this rule, FinCEN aims to disrupt the activities of criminal actors, who exploit anonymous shell companies to conceal illegal profits. This measure also addresses gaps in the U.S. anti-money laundering framework and closes existing regulatory loopholes.
While the rule exempts 23 categories of entities from reporting requirements, many of these exempt organizations are already subject to government reporting obligations. For a detailed list of exemptions and further guidance, refer to FinCEN’s official guidelines:
All information below is referenced from the Financial Crimes Enforcement Network website found at https://www.fincen.gov. For information specific to BOI reporting, visit https://www.fincen.gov/boi or https://www.fincen.gov/boi-faqs
CLICK HERE TO FILEA BOI REPORT: https://boiefiling.fincen.gov/
Key Questions on the FinCEN Beneficial Ownership Information Reporting #
What companies will be required to report beneficial ownership information to FinCEN? #
Companies required to report are called reporting companies. There are two types of reporting companies:
- Domestic reporting companies are corporations, limited liability companies, and any other entities created by the filing of a document with a secretary of state or any similar office in the United States.
- 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.
What specific information does my company need to report to FinCEN? #
To comply with the new BOI reporting requirements, reporting companies must submit the following details:
- Company Information:
- Legal name and any trade name or “Doing Business As” (DBA) name
- Primary business address
- Jurisdiction of formation or initial registration (for U.S. or foreign companies)
- Taxpayer Identification Number (TIN)
- Beneficial Owners and Company Applicants (if applicable):
For each beneficial owner and company applicant, the following information is required:- Legal name
- Date of birth
- Residential address
- An identifying number from a valid government-issued document, such as a driver’s license, passport, or other approved ID
- An image of the document used for identification
These details ensure accurate reporting and strengthen the effort to prevent the misuse of anonymous business entities.
When do I need to report my company’s beneficial ownership information to FinCEN? #
FinCEN launched the BOI E-Filing website for reporting beneficial ownership information (https://boiefiling.fincen.gov) on January 1, 2024.
- A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report.
- A reporting company created or registered in 2024 will have 90 calendar days to file after receiving actual or public notice that its creation or registration is effective.
- A reporting company created or registered on or after January 1, 2025, will have 30 calendar days to file after receiving actual or public notice that its creation or registration is effective.
Are some companies exempt from the reporting requirement? #
Yes, 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:
Exemption No. | Exemption Short Title |
---|---|
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 firm |
16 | Public 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 |
FinCEN’s Small Entity Compliance Guide includes this table and checklists for each of the 23 exemptions that may help determine whether a company meets an exemption (see Chapter 1.2, “Is my company exempt from the reporting requirements?”). Companies should carefully review the qualifying criteria before concluding that they are exempt. Please see additional FAQs about reporting company exemptions in “L. Reporting Company Exemptions” below.
Is a sole proprietorship a reporting company? #
No, unless a sole proprietorship was created (or, if a foreign sole proprietorship, registered to do business) in the United States by filing a document with a secretary of state or similar office. An entity is a reporting company only if it was created (or, if a foreign company, registered to do business) in the United States by filing such a document. Filing a document with a government agency to obtain (1) an IRS employer identification number, (2) a fictitious business name, or (3) a professional or occupational license does not create a new entity, and therefore does not make a sole proprietorship filing such a document a reporting company.
How do I report my company’s beneficial ownership information? #
If you are required to report your company’s beneficial ownership information to FinCEN, you will do so electronically through a secure filing system available via FinCEN’s BOI E-File Website.
CLICK HERE TO FILE: https://boiefiling.fincen.gov/