Filing Your Beneficial Ownership Information (BOI) Report
In 2020, Congress enacted the Corporate Transparency Act (CTA), requiring nearly every small business in the US to provide information about the people who ultimately own or control the entity to a non-public, government database.
Entities subject to the CTA must file a free "Beneficial Ownership Information (BOI)" report by January 1, 2025 (or within 90 days of new business formation, or within 30 days if formed after January 1, 2025).
If you're required to file a Beneficial Ownership Information (BOI) report, the FinCEN BOI Filing System is where you need to go. The BOI report is essential for companies to disclose information about their beneficial owners to the Financial Crimes Enforcement Network ("FinCEN", which is part of the Department of the Treasury), ensuring transparency and compliance with federal regulations.
Filed just once (and with any ownership changes), the report discloses the ownership information of all ≥ 25% owners and those who exercise substantial control over the business—the human beings behind the companies—to FinCEn for use in combating money laundering terrorism, tax evasion, and other financial crimes.
Does your business or entity need to file a BOI report?
While your attorney can say for sure, nearly every business should consider itself required to file (including LLCs, corporations, s-corporations, limited partnerships, family limited partnerships, even some homeowner’s associations, and other closely held entities).
Limited exceptions to filing a beneficial ownership information (BOI) report include:
- Sole proprietorships.
- Charities.
- “Large companies” (20 or more full-time employees and $5 million or more in revenues).
- Trusts not meeting the definition of a “reporting company”.
- Inactive entities.
- Certain other types of entities that are heavily regulated (e.g., banks).
If you believe an exception applies, read more within FinCEN’s Small Entity Compliance Guide and see Common Question 37 near the end of this article.
When in doubt, file
Confusion still surrounds this topic. So, since registering is straightforward, ask your attorney to clarify, or, consider spending five minutes to file and get beyond this potential requirement by filing your BOI report here:
File Your BOI at https://boiefiling.fincen.gov/boir/html
You will need:
- Your company’s name, tax ID/EIN number, and principal address (plus any trade, “doing business as,” or “trading as” names).
- The jurisdiction in which your company was formed or registered.
- The name, date of birth, and home address (no P.O. boxes) for all beneficial owners.
- A digital copy or photo of a nonexpired driver’s license or passport (or the owner’s FinCEN ID number - See below, Common Question: 3.) for all beneficial owners.
(Consider taking a photo on your smartphone and emailing it to yourself so the file is accessible on your computer. Delete this file, and the sent/received email after use.) - The advice of your attorney for any questions. This information is for educational and informational purposes only. It is shared to get you started. It is not intended and should not be construed as legal advice. You must consult with proper legal/tax counsel to ensure the accuracy of and compliance with the information in this article.
How we would file:
Click Here To File Your BOI - https://boiefiling.fincen.gov/boir/html
If you agree, click “I Agree” to proceed.
Need help?
Click on the 'Need help?' icon for detailed information regarding each question.
Tab: Filing Information
Common Question: 1.a.
We would think you’d check: “Initial report” for most businesses filing their first report.
Tab: Reporting Company
Common Question: 3.
We would check: “Request to receive FinCEN ID”.
Once obtained, a FinCEN ID can be reported by other Reporting Companies in place of reporting your personal information. This approach may be preferable to beneficial owners who wish to provide their personal information directly to FinCEN.
Common Question: 4.
For most, we would leave this unchecked: “Foreign pooled investment vehicle”.
Common Question: 5.
Report your legal company name (and in Question 6, any alternate names).
Common Question: 7.
Input your type and Tax ID Number.
Tab: Company Applicant(s)
Common Question: 16.
Was your company created before January 1, 2024?
If yes, we would check this box. If not, we would leave this box unchecked.
Checking box 16 will discontinue the Company Applicants tab, saving this information for reporting on the next tab, Beneficial Owner(s).
Common Question 19.–29.
You may add multiple company applicants. We understand “Company Applicants” to be individuals, not companies or legal entities.
Common Question 30.–33.
Include the relevant driver’s license or passport information and upload a photo.
Consider taking a photo on your smartphone and emailing it to yourself so the file is accessible on your computer. Delete this file, and the sent/received email after use.
Tab: Beneficial Owner(s)
Common Question 37.
For most filings, we would leave this question unchecked: “Exempt entity”.
Here are some common examples of exempt entities:
Publicly Traded Companies: Entities with securities registered under Section 12 of the Securities Exchange Act of 1934 or those required to file reports under Section 15(d) of the same Act.
Certain Governmental Entities: Federal, state, or local government entities, and any wholly-owned entity of such governments.
Large Operating Companies: Companies that meet all three of the following criteria:
- Employ more than 20 full-time employees in the U.S.
- Filed a federal income tax return or information return in the previous year showing more than $5 million in gross receipts or sales.
- Have an operating presence at a physical office within the U.S.
Subsidiaries of Exempt Entities: Entities in which the ownership interests are wholly owned, directly or indirectly, by one or more exempt entities.
Certain Regulated Entities: Entities that are subject to extensive federal or state regulation, such as:
- Banks, credit unions, and bank holding companies
- Investment companies and investment advisors registered with the SEC
- Insurance companies
- Public accounting firms registered under Section 102 of the Sarbanes-Oxley Act
Inactive Entities: Certain entities that have been in existence for over a year, have not engaged in active business, and meet specific criteria outlined by FinCEN.
Common Question 38.–47.
Complete the beneficial owner information.
“A beneficial owner is an individual who owns or controls at least 25 percent of a company or has substantial control over the company, and a company applicant is an individual who directly files or is primarily responsible for the filing of the document that creates or registers the company.”
Common Question 48.–51.
Include the relevant driver’s license or passport information and upload a photo.
Consider taking a photo on your smartphone and emailing it to yourself so the file is accessible on your computer. Delete this file, and the sent/received email after use.
Tab: Submit
Sign the application by providing your full name and email address.
Once submitted, you will receive a confirmation page and a separate email. Be sure to save these confirmations and a copy of the submitted report for your records. Consider uploading a copy to www.openwindowFS.com/share for us to keep on hand for you.
Note: The confirmation page includes your FinCEN ID, which can be requested in questions 16 and 38.–47.
For more information:
Filing your BOI report promptly and accurately is crucial for maintaining compliance with federal regulations. The process is straightforward, but attention to detail is key.
For further assistance, FinCEN offers resources and guidance on their website to help you through the filing process.
See FinCEN’s Small Entity Compliance Guide
See FinCEN’s Frequently Asked Questions (FAQ)
By staying on top of your BOI filing obligations, you're contributing to the transparency and integrity of the financial system.
If we can help, call us at (775) 827-0670 or set up a time to connect at www.openwindowFS.com/connection.