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Introduction to Beneficial Ownership Information Reporting

Beneficial Ownership Information (BOI) is crucial in understanding who ultimately owns or controls a company. This introduction to BOI outlines the basics of beneficial ownership, including who is considered a beneficial owner and the requirements for reporting this information, aiming to enhance transparency and accountability in business operations.

Take the interactive BOI reporting survey to check if reporting is required for your company.

What is Beneficial Ownership Information?

Beneficial Ownership Information (BOI) refers to identifying the individuals who directly or indirectly own or control a company. BOI Reporting, as the name suggests, refers to reporting information regarding the ownership of a company.

Who are Beneficial Owners?

Beneficial Owners are individuals who either directly or indirectly:

  • Exercise substantial control over the reporting company
  • Own or control at least 25% of the reporting company’s ownership interests

What is considered substantial control?

There are four different ways that an individual can exercise substantial control. An individual is considered to be exercising significant control if they fall into any of the following four categories:

senior officer

Senior officer



The individual is a senior officer (president, CEO, CFO, etc.)

appoint or remove

Authority to appoint or remove


The individual has the authority to appoint or remove other officers, directors, or similar officials of the reporting company.

decision maker

Important decision maker


The individual is an important decision-maker in the reporting company.

form of control

Any other form of substantial control


The individual has another form of substantial control.

Take the interactive BOI reporting survey to check if reporting is required for your company.

Which companies must report BOI?

Companies that are required to report BOI are called reporting companies. There are two types:

Domestic reporting companies

Domestic reporting companies are corporations, limited liability companies, and other entities created by filing a document with the secretary of state or similar office in the U.S.

Foreign reporting companies

Foreign reporting companies are entities formed under the law of a foreign country that have registered to do business in the U.S. by filing a document with the secretary of state or similar office.

What information is required for BOI reporting?

A variety of information is required for a BOI report. The information required also depends on when the company was created/registered.

  • If a company was created/registered on or after this date, then the reporting company must include information on the company, its beneficial owners, and its company applicants.

  • If a company was created/registered before this date, then the reporting company must include information about the company and its beneficial owners.

Reporting Company

A reporting company must report the following information about itself:

  • Legal name
  • Any trade names or “doing business as” names
  • Current address of the principal place of business if it’s a U.S. address
    • If the principal place of business is outside of the U.S., then the current address from which the business conducts business is within the U.S.
  • Its jurisdiction of formation or registration
  • Its Taxpayer Identification Number (TIN)
    • If a foreign company doesn’t have a TIN, then a TIN issued by a foreign jurisdiction and the name of the jurisdiction

Beneficial Owners & Company Applicants

For beneficial owners and company applicants, the information required will be the same, but if the company applicant works in a corporate formation, then the reporting company must use the company applicant’s business address. If not, then the company applicant’s residential address must be used.

For companies created/registered on or after January 1, 2024, the reporting company must report the following information about its company applicants:

name

Individual Name

date of birth

Date of Birth

residential address

Residential Address

image of documentation

Non-Expired Identification


Driver’s license, identification document issued by a U.S. state or local government, or Indian Tribe, passport issued by the U.S. government, or passport issued by a foreign government

form of documentation

Image of Identification


Provide a copy of a non-expired form of identification.

When is the BOI reporting deadline?

The deadline to report BOI to FinCEN varies depending on when the business was created.

  • If the reporting company was created/registered before January 1, 2024, then they will have until January 1, 2025, to submit their first BOI report.

  • If the reporting company was created/registered between January 1, 2024, and January 1, 2025, then they will have 90 calendar days after receiving notice that the business was created/registered to complete their first BOI report.

  • If the reporting company was created/registered on or after January 1, 2025, then they will have 30 calendar days after receiving notice that the business was created/registered to complete their first BOI report.

Are there penalties for not reporting BOI?

Yes, these penalties are specified in the Corporate Transparency Act. If a person willfully violates the BOI reporting requirements, then they may be subject to civil penalties of up to $500 per day. They may also be subject to criminal penalties of up to two years imprisonment and fines of up to $10,000. Violations include:

Failure to
file

$500 per day

False
Information

$500 per day

Failure to Correct

$500 per day

Criminal Fines
Up To

$10,000

Are there exemptions to filing a BOI?

Yes, there are 23 types of entities that are exempt from BOI reporting requirements. These include entities that are publicly traded companies that meet certain requirements, many nonprofit organizations, and certain large operating companies. These entity exemptions are as follows:

Exempt Entities from BOI
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

How do I know if BOI reporting is required of my company?

The easiest way to check if BOI reporting is required for your business is to follow our flow chart below.

boi flowchart

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