What is the Beneficial Ownership Information (BOI) Report?
The Beneficial Ownership Information (BOI) Report is a federal filing that international businesses registered to do business in the United States and owned by non-US citizens must submit to the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA).
What’s In the Report?
This Report provides FinCEN with the name, address, and identification information for the company, its non-US citizen beneficial owners, and its company applicants (in the case of new businesses). The purpose of a BOI Report is to help combat financial crimes in the US through increased oversight.
A beneficial owner is a non-US citizen who has control or ownership of a company. According to (FinCEN), a person is a beneficial owner if they:
Have “substantial control,” directly or indirectly, over a company
Own or control at least 25% of a company
BOI Report Court Rulings
March 26th, 2025 US Citizens No Longer Required to File: FinCEN stated that the BOI Report is only required for international businesses and non-US citizens. The new deadline for existing international businesses who have already registered their companies in the US is April 25th, 2025.
March 3rd, 2025 Lift of Enforcement: The US Treasury Department announced it will not enforce the BOI Report filing against US domestic reporting companies. No penalties or fines associated with Beneficial Ownership Information and the Corporate Transparency Act will be collected or enforced. The March 21st, 2025 deadline previously issued will no longer be a required deadline for US citizens.
Feb 19th, 2025 Reinstatment: A decision ruling in the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336, made the BOI Report mandatory once again. There is an extended due date (March 21, 2025) for reporting companies that have not filed their Report yet.
Jan 23rd, 2025 Injunction Stay: The Supreme Court of the United States grants stay allowing for FinCEN to once again require businesses to file their BOI Report. However, FinCEN issued a notice on January 24th, 2025 that they will not be requiring reporting companies to file their BOI Report.
Dec 26th Injunction Reinstatement: The Fifth Circuit Court of Appeals reinstated the nationwide injunction against the Corporate Transparency Act (CTA), halting re-enforcement of the Beneficial Ownership Information (BOI) Report requirement and the extended deadlines. The January 1, 2025, deadline technically remains in place, but the Report is once again voluntary to file.
Dec 23rd Injunction Stay: The US 5th Circuit Of Appeals reviewed and overturned the Texas Federal Court Injunction. This action has re-instated a January filing deadline. However, it was extended by 13 days. So the BOI Filing deadline is now January 13, 2025. This means all non-exempt business are, in fact, required to file a BOI Report by January 13.
Dec 3rd Texas Injunction: The U.S. District Court for the Eastern District of Texas issued a nationwide injunction against the Corporate Transparency Act (CTA), temporarily halting the requirement for non-exempt businesses to file a Beneficial Ownership Information (BOI) Report. This injunction paused enforcement of the filing mandate by FinCEN and made the BOI Report voluntary to file.
What businesses file the BOI Report?
All non-exempt international LLCs and corporations foreign registered to do business in the US can file a BOI Report to FinCEN by April 25th, 2025.
Frequently Asked Questions
What is the role of the BOI Report?
The BOI Report is meant to prevent money laundering and other financial crimes.
What information do I give on my company’s BOI Report?
You’ll provide the following for each of your company’s non-US citizen beneficial owners:
- Full legal name
- Date of birth
- Residential address
- Identification
You will submit a photo of each beneficial owner’s identification. The photo of the identification needs to show the ID number, the jurisdiction where it was issued, and the ID photo.
How do I file the BOI Report?
BOI Reports are filed with FinCEN electronically through the FinCEN website. International businesses that have already registered within the US by March 21, must file their BOI Report by April 20th. New international businesses who foreign register to do business within the US after March 21 will have 30 days from registration to file.
There is no filing fee for BOI Reports.
What is a company applicant?
Companies formed on or after January 1, 2024 list their company applicants. Companies can have up to two company applicants:
- the individual who directed or controlled the filing
- the individual who files the document that creates or registers a business
So, if you decided to start a company and hired a lawyer to do the actual filing, you would have to provide your information and your lawyer’s information. If you filed your own company yourself, you only provide your information.
You’ll provide the same information for both company applicants and beneficial owners, including a photo of an accepted form of ID.
What is a reporting company?
A reporting company is any nonexempt international or foreign business that formed outside of the United States by a non-US citizen and then registered to do business in the US that files a BOI Report.
Is the BOI Report still required?
Yes, but only for non-US citizens who formed their companies outside of the US and then registered them to do business within the US. FinCEN and the Treasury Department have issued releases that they will not be enforcing the BOI Report for US citizens and domestic companies. As of a March 26th ruling, the BOI Report deadline to file is April 25th, 2025.
Are there any exemptions to filing the BOI Report?
According to FinCEN, there are several exemptions with the most notable one being against US originated businesses and US citizens. However, we cannot advise clients on whether their specific business is exempt. We encourage clients to consult with a business advisor or attorney.
Do sole proprietors file a BOI Report?
No. Only US registered international businesses file BOI Reports. Since sole proprietors are not registered with the state, they do not file a BOI Report.
What happens if I don’t file a BOI Report?
The Corporate Transparency Act states that a company that willingly fails to report can be charged with up to $10,000 in fines and up to a two-year prison sentence.
Can I file the BOI Report myself?
If you prefer to file on your own, you’re welcome to do so.
How much does the BOI Report cost?
FinCEN does not charge a filing fee to submit your Report. You are also able to update, and correct your BOI Report for free.
When is the BOI Report due?
The BOI Report due date has been extended to April 25th, 2025 for all reporting companies that have yet to file or need to update their Report. US originated businesses or international businesses owned by US citizens do not need to update their Report if they have already filed before the March 26th, 2025 FinCEN interim ruling.
How often do I file a BOI Report?
If your business information changes, you should update your BOI Report within 30 days of said changes. The same is true for beneficial owner and company applicant information as well.
Will my information be made public?
No, the information you disclose on your BOI Report is NOT public record. BOI Reports are stored by the federal government in a secure online database that is not publicly available.
What forms of identification are acceptable for the BOI Form?
FinCEN will accept these forms of identification:
- A state-issued driver’s license
- State, local, or tribe-issued ID
- U.S. passport
- Foreign passport
What is a FinCEN identifier?
A FinCEN identifier is a unique, identifying number that individuals and entities can be issued upon request. FinCEN will issue identifiers to to both individuals and reporting companies that have submitted their BOI to FinCEN. Individuals and companies will then be able to use this identifier on future BOI Reports rather than having to list all of their personal information again.
Currently, there is no separate form to apply for a FinCEN identifier. Instead, there will be an option to apply for a FinCEN identifier on your BOI Report.
Do I need a FinCEN ID?
No, a FinCEN ID is not required. It’s recommended for clients concerned about privacy or those who have multiple companies and want to save time entering the same information repeatedly.
How do I get a FinCEN ID?
To get a FinCEN ID, head over to the FinCEN website and begin the application for an ID.
What is the Corporate Transparency Act (CTA)?
The Corporate Transparency Act or CTA is a new law that went into effect at the beginning of 2024 calling for registered businesses to file a Report with the federal government called the Beneficial Ownership Information (BOI) Report. It was originally aimed at all US businesses but has since been shifted to only require international businesses originally formed outside of the US and then registered to do business in the US to file their BOI Report.