Beneficial Ownership Information Reporting
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
This reporting mandate begins January 1, 2024!
What is a Beneficial Owner Information Report?
In September of 2022, the Financial Crimes Enforcement Network (FinCEN) issued a final rule implementing the bipartisan Corporate Transparency Act’s (CTA) beneficial ownership information (BOI) report. The rule will enhance the ability of government agencies to protect national security and financial systems from illicit use and help prevent drug traffickers, fraudsters, and other criminals from laundering or hiding money in the United States.
The new rule describes who must file a BOI report, what information must be reported, and when a report is due. Specifically, the rule requires Corporations and Limited Liability Companies to file reports that identify the beneficial owners of the entity and the company applicants of the entity.
Key BOI dates to be aware of:
- FinCEN will begin accepting BOI reports on January 1, 2024
- New businesses that are formed after December 31, 2023, must file within 30 days of business formation
- Existing businesses that were formed before January 1, 2024, must file before January 1, 2025
Who Needs to File a BOI Report?
The rule identifies domestic and foreign as the two types of reporting companies that must file a report.
- A domestic reporting company is a corporation, limited liability company (LLC), or any entity created by the filing of a document with a secretary of state or any similar office under the law of a state or Indian tribe.
- A foreign reporting company is a corporation, LLC, or other entity formed under the law of a foreign country that is registered to do business in any state or tribal jurisdiction by the filing of a document with a secretary of state or any similar office. Under the rule, and in keeping with the CTA, twenty-three types of entities are exempt from the definition of “reporting company.”
FinCEN expects that these definitions will also include limited liability partnerships, limited liability limited partnerships, business trusts, and most limited partnerships, because such entities are generally created by a filing with a secretary of state or similar office.
BOI Reporting FAQ’s
What is beneficial ownership information?
Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company.
When must beneficial ownership information reports be filed?
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
Who is considered a beneficial owner?
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?
Who is exempt from filing?
23 types of entities are exempt from the beneficial ownership information reporting requirements. These include:
- Securities reporting issuer
- Governmental authority
- 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
What's included in the BOI report?
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)
What happens if I fail to file a BOI Report on time?
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.
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