Who Needs to File a BOI Report? A Complete Guide for Small Businesses

A Beneficial Ownership Information (BOI) report is a federal filing submitted to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury. The requirement was created by the Corporate Transparency Act (CTA), which took effect on January 1, 2024.

The report discloses the individuals who ultimately own or control a company. The goal is to make it harder for bad actors to hide behind anonymous shell companies for money laundering, tax fraud, and other illicit activity.

If your business is a reporting company, you must file. A reporting company is generally any entity created by filing a document with a Secretary of State (or similar office), including:

• Limited Liability Companies (LLCs)
• Corporations (C-Corps and S-Corps)
• Limited Partnerships (LPs)
• Limited Liability Partnerships (LLPs)
• Business trusts created by state filing
• Foreign entities registered to do business in any U.S. state or tribal jurisdiction

Sole proprietorships and general partnerships that were not created by a state filing typically do not need to file. If you were required to register your entity with the state to bring it into existence, assume you are a reporting company until proven otherwise.

FinCEN lists 23 categories of exempt entities. Most apply to already-regulated organizations — they are generally not the small businesses this rule targets. Common exemptions include:

• Publicly traded companies registered with the SEC
• Banks, credit unions, and depository institution holding companies
• Registered investment advisers, broker-dealers, and insurance companies
• Tax-exempt 501(c) nonprofits
• Large operating companies (more than 20 full-time U.S. employees, over $5M in gross U.S. receipts, and a physical U.S. office)
• Inactive entities that meet six strict criteria including no activity, no assets, and no foreign ownership

Most LLCs and small corporations do not qualify for an exemption. If you are unsure, it is safer to file than to assume you are exempt.

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

• Owns or controls at least 25% of the ownership interests of the company, OR
• Exercises substantial control over the company (senior officers, anyone with authority to appoint/remove officers, or anyone who directs important decisions)

A company can have multiple beneficial owners. Every individual who meets either test must be reported.

For the company:

• Full legal name and any trade names / DBAs
• Current U.S. street address
• Jurisdiction of formation
• Taxpayer Identification Number (EIN)

For each beneficial owner (and each company applicant, for entities formed in 2024 or later):

• Full legal name
• Date of birth
• Current residential address
• Unique identifying number from a non-expired passport, driver's license, or state ID
• An image of that identification document

1. Gather company details, beneficial owner information, and a clear image of each owner's government-issued ID.
2. Go to FinCEN's BOI E-Filing System at boiefiling.fincen.gov.
3. Choose between the online form or the downloadable PDF version.
4. Complete the report, upload the required ID images, and submit.
5. Save the confirmation receipt for your records.

Filing is free when you file directly with FinCEN. There is no annual renewal — you only refile when something on the report changes.

• Companies created or registered before January 1, 2024: original deadline was January 1, 2025.
• Companies created or registered in 2024: 90 days from the date of formation.
• Companies created on or after January 1, 2025: 30 days from the date of formation.
• Any change to reported information (new address, new owner, expired ID, etc.): 30 days to file an updated report.

BOI enforcement has been subject to ongoing legal and regulatory changes. Confirm current deadlines on FinCEN's website or with a qualified professional before relying on a specific date.

• Assuming a single-member LLC is exempt — it usually is not.
• Reporting only the majority owner and forgetting senior officers with substantial control.
• Using a P.O. box instead of a residential or business street address.
• Uploading a low-quality or expired ID image.
• Missing the 30-day update window after a change in ownership, address, or ID.