Beneficial Ownership Information Reporting

Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company.

FinCEN will begin accepting beneficial ownership information reports on January 1, 2024. Beneficial ownership information reports will not be accepted before then.

Additional timing considerations to keep in mind:

• New businesses that are formed after December 31, 2023 must file within 30 days of formation
• Existing businesses that were formed before January 1, 2024 must file before January 1, 2025
• Any changes to a reporting company’s prior submitted information must be filed within 30 days

If your company is a reporting company, your next step is to identify its beneficial owners.

A beneficial owner is any individual who, directly or indirectly:

• Exercises substantial control over a reporting company <OR>
• Owns or controls at least 25 percent of the ownership interests of a reporting company.

An individual might be a beneficial owner through substantial control, ownership interests, or both. Reporting companies are not required to report the reason (i.e., substantial control or ownership interests) that an individual is a beneficial owner.

Keep Learning: What Is a BOI Report and Do You Need to File One?

23 types of entities are exempt from the beneficial ownership information reporting requirements. These include:

• Securities reporting issuer
• Governmental authority
• Bank
• Credit union
• Depository institution holding company
• Money services business
• Broker or dealer in securities
• Securities exchange or clearing agency
• Other Exchange Act registered entity
• Investment company or investment adviser
• Venture capital fund adviser
• Insurance company
• State-licensed insurance producer
• Commodity Exchange Act registered entity
• Accounting firm
• Public utility
• Financial market utility
• Pooled investment vehicle
• Tax-exempt entity
• Entity assisting a tax-exempt entity
• Large operating company
• Subsidiary of certain exempt entities
• Inactive entity

The applicant or beneficial owner will be required to submit:

• Legal full name
• Date of birth
• Residential or business street address
• Personal identification document with a unique identifying number

The reporting company will be required to submit:

• Legal company name
• Any DBAs or trade names
• Business address
• Formation jurisdiction
• Taxpayer Identification Number, Social Security Number, or Employer Identification Number (EIN)

The willful failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. Senior officers of an entity that fails to file a required BOI report may be held accountable for that failure.