The Who, What, When of BOI Reporting Requirements
The Corporate Transparency Act requires certain types of U.S. and foreign entities to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
Beneficial ownership information is information about the entity, its beneficial owners, and in certain cases its company applicants. Beneficial ownership information is reported to FinCEN through Beneficial Ownership Information Reports (BOIRs).
Who is required to file?
An entity is required to report beneficial ownership information if it is a “reporting company” and does not qualify for an exemption. Chapter 1 of FinCEN’s Small Entity Compliance Guide may assist in determining whether an entity qualifies for an exemption.
What is BOI information?
Beneficial ownership information is information about an entity, its beneficial owners, and, in certain cases, its company applicants. The person submitting beneficial ownership information to FinCEN must certify that the information is true, correct, and complete.
The specific information required is described in these instructions and in Chapter 4 of FinCEN’s Small Entity Compliance Guide. To learn more about how to identify beneficial owners, review Chapter 2 of FinCEN’s Small Entity Compliance Guide. To learn more about the reporting requirements for and how to identify company applicants, review Chapter 3 of FinCEN’s Small Entity Compliance Guide.
When are BOIR filings due?
FinCEN will begin accepting BOIRs electronically through its secure filing system January 1, 2024. FinCEN will not accept BOIRs prior to January 1, 2024.
If a reporting company already exists as of January 1, 2024, it must file its initial BOIR by January 1, 2025. If a reporting company is created or registered to do business in the United States on or after January 1, 2024 and before January 1, 2025, it must file its initial BOIR within 90 days after receiving actual or public notice that its creation or registration is effective.
If a reporting company is created or registered to do business in the United States after January 1, 2025, then it must file its initial BOIR within 30 days after receiving actual or public notice that its creation or registration is effective.
If there is any change to the required information about a reporting company or its beneficial owners in a BOIR that a reporting company filed, the reporting company must file an updated BOIR no later than 30 days after the date on which the change occurred.
If the reporting company identifies an inaccuracy in a BOIR that the reporting company filed, the reporting company must correct it no later than 30 days after the date the reporting company became aware of the inaccuracy or had reason to know of it.
More information about reporting timelines may be found in Chapter 5 and Chapter 6 of FinCEN’s Small Entity Compliance Guide.
