BOI Report: Beneficial Ownership Information Filing Guide

What Is a BOI Report?

A Beneficial Ownership Information (BOI) report is a federal filing required under the Corporate Transparency Act (CTA), which was enacted as part of the Anti-Money Laundering Act of 2020 and took effect on January 1, 2024. The BOI report requires most LLCs, corporations, and similar entities formed or registered in the United States to report information about their "beneficial owners" — the real people who ultimately own or control the company — to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.

The purpose of the BOI report is to combat money laundering, terrorism financing, tax fraud, and other financial crimes that exploit anonymous shell companies. Before the CTA, it was possible to form an LLC or corporation in the United States without disclosing the identity of the real owners. Criminal organizations used this anonymity to launder money, evade taxes, and hide assets. The BOI report closes this loophole by requiring companies to disclose their real owners to FinCEN.

The BOI report is filed directly with FinCEN — not with your state Secretary of State, not with the IRS, and not with any other agency. The information you report is stored in a secure, non-public database accessible only to authorized government agencies, financial institutions (with your consent), and certain other authorized users. It is not available to the general public.

Who Must File a BOI Report?

Most LLCs, corporations, and other entities formed by filing a document with a state secretary of state or similar office must file a BOI report. This includes domestic LLCs, domestic corporations, LLPs, limited partnerships, business trusts, and any other entity created by filing a document with a state or tribal authority.

Foreign companies that register to do business in the United States by filing a document with a state authority are also required to file. If your foreign company has registered as a foreign LLC or foreign corporation in any U.S. state, you must file a BOI report.

Who Is Exempt?

Twenty-three categories of entities are exempt from BOI reporting. The most relevant exemptions for small businesses include: large operating companies (companies with more than 20 full-time U.S. employees, more than $5 million in gross receipts or sales reported on the prior year's tax return, and a physical office in the United States), entities already regulated by federal agencies (banks, credit unions, securities brokers, investment companies, insurance companies, and similar regulated entities), tax-exempt organizations (501(c) entities), inactive entities (entities that were in existence on or before January 1, 2020, are not engaged in active business, are not owned by a foreign person, have not changed ownership in the last 12 months, and have not sent or received any funds in excess of $1,000).

The large operating company exemption is the most commonly applicable one — but note that you must meet all three criteria (20+ employees, $5M+ revenue, and physical U.S. office). A solo LLC owner working from home with $10 million in revenue does not qualify because they do not have 20 full-time employees. A company with 50 employees but operating from a virtual office may not qualify because they lack a physical office.

If you are unsure whether your LLC qualifies for an exemption, err on the side of filing. The penalties for failing to file are severe, and filing when you are technically exempt causes no harm.

What Information Must You Report?

The BOI report requires two categories of information. First, company information: the legal name of the company, any trade names or DBAs, the current U.S. street address of the principal place of business, the state or tribal jurisdiction of formation (or, for foreign companies, the state of first registration), and the IRS Taxpayer Identification Number (EIN or SSN).

Second, beneficial owner information for each beneficial owner: full legal name, date of birth, current residential street address, and a unique identifying number from an acceptable identification document (a U.S. passport, U.S. driver's license, state-issued ID card, or foreign passport if the individual does not have a U.S. document), along with an image of that identification document.

A "beneficial owner" is any individual who, directly or indirectly, exercises substantial control over the company, or owns or controls at least 25 percent of the ownership interests of the company. "Substantial control" includes serving as a senior officer (president, CEO, CFO, COO, general counsel, or any other officer who performs similar functions), having authority to appoint or remove any senior officer or a majority of the board, directing or having substantial influence over important decisions of the company (such as the sale of major assets, reorganization, dissolution, or amendments to governing documents), and having any other form of substantial control over the company.

For a typical single-member LLC, the sole member is the only beneficial owner. For a multi-member LLC, every member who owns 25 percent or more or who exercises substantial control must be reported.

When Is the BOI Report Due?

The filing deadlines depend on when your company was created. Companies formed before January 1, 2024 had until January 1, 2025 to file their initial BOI report. Companies formed on or after January 1, 2024 but before January 1, 2025 must file within 90 calendar days of receiving actual or public notice of their creation or registration. Companies formed on or after January 1, 2025 must file within 30 calendar days of receiving actual or public notice of their creation or registration.

After filing your initial report, you must file updated reports within 30 days of any change to the reported information. This includes changes to your company's name or address, changes in beneficial ownership (someone buys in or sells out), changes to a beneficial owner's name, address, or identification document. You must also file a corrected report within 30 days if you discover an inaccuracy in a previously filed report.

What Are the Penalties for Not Filing?

The penalties for non-compliance with BOI reporting are severe. Civil penalties include fines of up to $500 per day that the violation continues, with no cap. Criminal penalties include fines of up to $10,000 and imprisonment for up to two years. These penalties apply to any person who willfully fails to file, willfully provides false or fraudulent information, or willfully fails to update or correct previously reported information.

Both the individuals responsible for filing (typically the LLC members or managers) and the company itself can be penalized. Senior officers who are responsible for filing can be held personally liable, even if the company itself files a corrected report later.

How to File Your BOI Report

BOI reports are filed electronically through FinCEN's BOI E-Filing system at boiefiling.fincen.gov. There is no fee to file. The system is straightforward — you enter the required company and beneficial owner information, upload images of the identification documents, and submit. You should receive a confirmation of submission.

To prepare for filing, gather the required documents: your company's legal name, EIN, and address; each beneficial owner's full legal name, date of birth, and current address; and a clear image of each beneficial owner's identification document (driver's license, passport, or state ID).

FormifyAI includes BOI filing assistance with all business plans. We prepare your report, collect the required information, and submit it to FinCEN on your behalf. We also monitor for changes that require updated filings and send reminders when action is needed.