Beneficial Ownership Information Reporting

Foreign entities meeting the “reporting company” definition that do not qualify for an exemption must submit a beneficial ownership information report. Not sure what your responsibilities are for the new beneficial ownership information report? CorpNet can help.

• Ensure compliance with this new federal mandate
• Securely submit your information with expert guidance
• Stay in compliance with automated reminders

What Is a BOI Report?

A beneficial ownership information (BOI) report provides the Financial Crimes Enforcement Network (FinCEN) with information about foreign entities, their non-US citizen beneficial owners (individuals with substantial control over or 25% or more ownership interest), and their company applicants.

Who Needs to File a BOI Report?

According to that interim final rule from FinCEN on March 21, 2025, the definition of “reporting company” now includes only entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a Secretary of State or similar office. Entities previously known as “domestic reporting companies,” which included most small businesses registered as LLCs or Corporations formed in the U.S., are no longer subject to the BOI reporting requirements.

Foreign entities meeting the “reporting company” definition that do not qualify for an exemption must submit a beneficial ownership information report (BOIR) to FinCEN. However, FinCEN stated in its release that foreign entities “will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.”

What is the Deadline for Foreign Entities to File a Report?

BOIR deadlines for foreign entities considered reporting companies:

• Reporting companies registered to do business in the U.S. before March 21, 2025 are due on or before April 20, 2025.
• Reporting companies registered to do business in the U.S. on or after March 21, 2025 are due 30 calendar days after receiving notice that their registration is effective.

Beneficial Owner Information Report FAQs

How is the beneficial ownership information report connected to the Corporate Transparency Act?

BOI reporting is part of the responsibilities set forth by the Corporate Transparency Act (CTA), enacted in 2021, to establish uniform reporting requirements for business entities. By disclosing personal details about who owns or controls a company, the beneficial ownership report is meant to help identify and prevent illegal activity — such as tax fraud, money laundering, drug trafficking, and financing of terrorism.

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Is every company required to file a BOI report?

On March 21, 2025, FinCEN revised the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Who is exempt from the reporting rule?

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

FinCEN has identified 23 exemption categories. If a foreign entity is in one of those categories and meets its specific exemption criteria, it may not have to submit a beneficial ownership report. The exemptions are primarily for entities already under close regulation by the federal and state governments.

• Securities reporting issuer
• Governmental authority
• Banks
• Credit unions
• Depository institutions holding company
• Money services business
• Broker or dealer in securities
• Securities exchange or clearing agencies
• Other Exchange Act registered entites
• Investment companies or investment advisers
• Venture capital fund advisers
• Insurance companies
• State-licensed insurance producers
• Commodity Exchange Act registered entities
• Public utilities
• Financial market utilities
• Pooled investment vehicles
• Tax-exempt entities
• Entity assisting a tax-exempt entities
• Large operating companies
• Subsidiary of certain exempt entities
• Inactive entities
• Public accounting firms registered in accordance with section 102 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7212)

Simply falling into any of these categories does not automatically make a foreign entity reporting company exempt. Each category has specific criteria that must be met to qualify for exemption. Refer to FinCEN’s Small Entity Compliance Guide for details.

Updated on December 23, 2024: As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.

When are beneficial ownership reports due?

BOIR deadlines for foreign entities considered reporting companies:

• Reporting companies registered to do business in the U.S. before March 21, 2025 are due on or before April 20, 2025.
• Reporting companies registered to do business in the U.S. on or after March 21, 2025 are due 30 calendar days after receiving notice that their registration is effective.

As of March 21, 2025, U.S. businesses are not required to file a BOI report, and do not have deadlines. 

Who is a beneficial owner of a reporting company?

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

A foreign entity reporting company’s beneficial owner is any individual who owns or controls 25% or more of the ownership interests of a reporting company or who directly or indirectly exercises substantial control over the entity.

Some types of individuals do not count as beneficial owners:

• An employee (not in a senior position) whose control or economic benefits from the reporting company are derived solely from their activities as an employee.
• An individual who has only a future ownership interest through a right of inheritance (once they inherit the interest, they must be reported)
• A custodian, nominee, intermediary, or agent of another individual who meets the beneficial owner definition
• A minor child (information about a parent or guardian must be reported instead)
• Creditors of the reporting company

What is considered an ownership interest?

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Any individual who owns or controls at least 25% of the ownership interests in a reporting company is considered a beneficial owner.

An ownership interest may be any of the following:

• Equity
• Stock
• Capital or profit interest
• Voting rights
• Any instrument convertible into stock, equity, voting rights, or capital or profit interest
• Options or other non-binding privileges to buy or sell any of the interests mentioned above
• Any other contract, instrument, or mechanism to establish ownership

What does “substantial control” over a reporting company mean?

An individual has substantial control if they: 1) Are a senior officer (e.g., CEO, CFO, COO, or other executive level position with a high degree of authority); 2) Have the authority to appoint and remove senior officers and members of the board of directors or other governing body; or 3) Make, direct, or influence the company’s important decisions.

Important decisions could include those concerning things like reorganizations, mergers and acquisitions, making amendments to the company’s governance documents, adding or removing lines of business, expanding into different markets, determining senior officers’ compensation structures, dissolving the business, entering into contracts, and selling or leasing principal assets, etc.

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. 

What are some examples of substantial control?

Substantial control might be direct or indirect.

Examples of direct substantial control include:

• Serving on the reporting company’s board of directors
• Owning or controlling a majority of voting power or voting rights
• Having rights associated with financing or interest

Examples of indirect substantial control include:

• Controlling any intermediary entities that exercise substantial control over a reporting company
• Having financial or business relationships with other entities or individuals acting as nominees

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Is there a limit to how many beneficial owners we have to report?

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Foreign entity reporting companies must identify ALL individuals who meet the definition of a beneficial owner and do not qualify as an exception to the reporting rule.

Who is a company applicant?

A company applicant is a person who physically or electronically files a business registration application with the state to form an LLC, Corporation, or other legal entity or who files an application to register a non-U.S. to conduct business in the United States.

If more than one individual is involved in the reporting company’s formation filing process, both the person who directly filed the formation document and the individual who helped direct or control the filing must be included in the BOI report.

Does every reporting company have to identify a company applicant?

No. Only domestic reporting companies created on or after January 1, 2024 and foreign reporting companies first registered to do business in the U.S. on or after January 1, 2024 must include their company applicants in their BOI report. 

What details must we include about our company and its beneficial owners and company applicants?

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Foreign entities that are a considered a reporting company must include the following information about their business entity:

• Legal name
• DBAs or trade names
• A principal business address in the U.S.
• Formation or registration jurisdiction (state, tribal, or foreign)
• Federal taxpayer ID number (TIN, Social Security Number, EIN)

The information they must provide about their non-US beneficial owners and company applicants include:

• The individual’s full legal name
• Date of birth
• Residential street address (Company applicants may use the business address in some instances).
• Personal identification number and issuing jurisdiction from a non-expired U.S. passport, state driver’s license, or other ID document issued by a state, local government, or tribe — also an image of the ID document. (Individuals may use a foreign passport if they don’t have any other forms of ID.)

To streamline the report filing process, reporting companies, beneficial owners, and company applicants can obtain a FinCEN identifier, which eliminates the need to enter some of the specific details within the BOI report. 

What is a FinCEN ID number?

A FinCEN identifier is a unique number assigned upon request to a reporting company, beneficial owner, or company applicant. Reporting companies can use FinCEN identifiers to simplify and streamline completing their BOI forms. No one is required to obtain a FinCEN identifier.

A reporting company can request one by checking the designated box on its BOI report. Individuals may request a FinCEN identifier through an electronic application. 

How do I report my company’s beneficial ownership information?

You’ll file your BOI report through FinCEN’s secure filing system. From that date forward, you can find instructions and technical guidance in the BOI section of the FinCEN website.

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Do I have to file a BOI report every year?

No. However, if information about your reporting company or its beneficial owners has changed, you may have to issue an updated report.

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

What if any information on our BOI report has changed or we made a mistake?

FinCEN requires foreign entity reporting companies to file an updated report within 30 calendar days of when a relevant change occurs or when they realize they provided inaccurate information in their BOI report.

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Are there penalties for not reporting beneficial ownership information?

There could be for not filing. Willful failure or attempt to provide false or fraudulent beneficial ownership information could bring criminal penalties, including imprisonment for up to two years and/or a fine of up to $10,000.

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

What happens if an exempt company files a BOI report? Is there a downside?

Other than being unnecessary and reducing privacy, there is no real downside.

As of March 21, 2025, U.S. businesses are not required to file a BOI report.

Foreign entity reporting companies who are required to file, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

How will FinCEN use my information? Do they share it with anyone else?

FinCEN will keep all the information it collects in a secure database. The information will not be publicly available. Federal, state, local, tribal, and foreign government officials may request to obtain beneficial ownership information for authorized activities related to national security, intelligence, and law enforcement. If the reporting company consents, financial institutions may have access to beneficial ownership information under certain circumstances.

How can I get help with our BOI report?

Ultimately, foreign entity reporting companies are responsible for filing their beneficial ownership information report and certifying the information is complete and correct. Any individual who files the BOI report as an agent of the reporting company certifies it on the entity’s behalf.

If you need help determining whether you must file a BOI report or identifying who must be reported as beneficial owners or company applicants, consider getting guidance from an accountant or attorney.

And if you don’t feel confident preparing and filing the report on your own, CorpNet is here to act as your agent and file the report on your company’s behalf.