Summary
This article summarizes the new federal reporting requirement titled the Beneficial Ownership Information (BOI) Report, the small business types required to file it, and how to complete the report by the deadline.
[Updated March 26, 2025] AS PER FINANCIAL CRIMES ENFORCEMENT NETWORK: All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt from the requirement to report beneficial ownership information to FinCEN. Existing foreign companies that must report their beneficial ownership information have at least an additional 30 days from March 26, 2025—until April 25, 2025, for most companies—to do so. For more information, see press release and alert .
Table of Contents
What is the Beneficial Ownership Information Report?
The Beneficial Ownership Information Report is a new requirement for certain business entities (types of businesses) in the United States, part of the Corporate Transparency Act (CTA), aimed at increasing transparency regarding the individuals who ultimately own or control businesses. In 2021, a bipartisan Congress passed the Corporate Transparency Act to create a new ownership information reporting requirement making it harder for owners to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures. The requirement took effect January 1, 2024.
The report must be filed with the Financial Crimes Enforcement Network (FinCEN) by December 31, 2024, for entities formed or registered in the U.S. after January 1, 2024, and by January 1, 2025, for older entities.
The report must include information about a company’s beneficial owners, who are individuals who, directly or indirectly, own or control 25% or more of the entity, as well as company applicants who help establish the business. Required information includes full names, dates of birth, addresses, and unique identifying numbers (like a passport or driver’s license number).
This reporting requirement aims to prevent illicit activities, such as money laundering and tax evasion, by providing authorities with clearer access to ownership data. Failure to comply with this reporting requirement could result in penalties.
The information below is provided to help you determine if you need to file this report and how to get started. Please see https://boiefiling.fincen.gov/ for additional information to verify if you need to file.
Do I Need to Report?
If you are a small U.S. business in 2024, you may need to file a Beneficial Ownership Information Report (BOI) with the federal government by December 31st to avoid a financial penalty. If you started a business in 2024, you had one month from registering your business entity to submit the BOI report to avoid a financial penalty.
If your small business is one of the business types listed below, read on to see if you fall under one of the 23 exceptions to reporting.
Business types that need to report
Corporation
Limited liability company (LLC)
U. S. entity created by filing with any state or Indian tribe
U.S. entity created under the laws of a foreign country and registered to do business in any State or tribal jurisdiction
Exceptions to reporting requirements
1. Large operating company
Your business employs more than 20 full-time workers in the U.S., filed 2023 income tax greater than $5M in gross receipts or sales, and has a U.S. physical office owned or leased by your business.
2. Bank
3. Credit Union
4. Insurance company
5. Accounting firm
6. Tax-exempt entity
An organization described in Sec. 501(c) of the Internal Revenue Code of 1986 (determined without regard to Sec. 508(a) of the Code) and exempt from tax under Sec. 501(a) of the Code, except for any such organization that ceases to be described in Sec. 501(c) and is exempt from tax under Sec. 501(a), such organization shall be considered to continue to be described as a tax-exempt entity for 180 days beginning on the date of the loss of such tax-exempt status, (B) a political organization, as defined in Sec. 527(e)(1) of the Code, that is exempt from tax under Sec. 527(a) of the Code, or (C) a trust described in paragraph (1) or (2) of Sec. 4947(a) of the Code. (Please see https://boiefiling.fincen.gov/ for additional information to determine if your business is an exception.)
7. Governmental authority
8. Securities broker or dealer
9. Securities exchange or clearing agency
10. Other exchange act registered business
11. Investment company or adviser
12. Venture capital fund adviser
13. Money services business
14. State-licensed insurance producer
15. Commodity Exchange Act registered entity
16. Depository institution or savings and loan holding company
17. Public utility
18. Financial market utility
19. Securities reporting issuer
Your business is publicly traded, issues securities, and is registered under Section 12 of the Securities Exchange Act of 1934 or required to file under Section 15(d) of the Exchange Act.
20. Entity assisting a tax-exempt entity
21. Pooled investment vehicle
22. Subsidiary of certain exempt entities
23. Inactive business entity
If your business falls under one of the required business types and is not exempt, register online by December 31, 2024. If your business appears exempt, verify it by reading the extended information on the https://boiefiling.fincen.gov/ website to avoid penalties.
Filing the Business Ownership Report
Have your business name and address, business Tax ID number, and electronic image of your State ID or Passport handy.
The process will take a few minutes to enter the information and submit the report.
Visit https://boiefiling.fincen.gov/ to begin the process.
Choose the filing method you prefer:
- File using the PDF method if you have Adobe Reader on your computer. Select the Prepare BOIR button.
- File directly online. Select the Prepare & Submit BOIR button.
Next steps to register
The report requires four (4) areas of information.
Filing Information (Is this the first time filing or is this a correction or update)
Reporting Company – (your business information)
Company Applicant(s) (person filing the report)
Beneficial Owner(s) (owner(s) of the business)
Submit the report and you will see a notice that your BOI is filed and the BOI E-Filing transcript in PDF form. Download or print the PDF for your records. I also downloaded a PDF of the filing notice for my records.
