Filing Your Federal Beneficial Ownership Information (BOI) Report

What is the BOI Report?

Effective January 1, 2024, most corporations, limited liability companies, and other similar business entities operating within the US were required to file a report outlining details about their beneficial owners (those who ultimately control and/or own the company) to the US Department of the Treasury's Financial Crimes Enforcement Network (FinCEN).

Enacted under the Federal Corporate Transparency Act, those reporting requirements aimed to strengthen the integrity of the US financial system by deterring bad actors from using shell companies for money laundering or concealing assets.

Information on the Recent Legal Battle over these Reporting Requirements

On December 3, 2024, a federal court ruled (in Texas Top Cop Shop, Inc., et al. v. Garland, et al), that FinCEN's requirement for companies to report their beneficial ownership information is unconstitutional. As a result, companies were not requrired to file the report and the enforcement deadlines were not enforceable.

On December 23, 2024, the United States Court of Appeals for the Fifth Circuit lifted the nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (CTA) that had been issued by the United States District Court for the Eastern District of Texas on December 3, 2024.

However, on December 27, 2024, merely three days after the U.S. Court of Appeals for the Fifth Circuit reinstated a rule mandating businesses to file Beneficial Ownership Information, the same court reversed its decision, granting businesses a reprieve from these filing requirements. Currently, as a result, filing the BOI Report is now optional. Please note, this is an ongoing legal battle, with the possibility of review by the U.S. Suprement Court.

Who can file a BOI report?

Most business entities may need to file a BOI report. The two main requirements gnerally determine the need to file:

  1. If the corporation, LLC, or other business entity was created in the US by filing a formation document with the Secretary of State (or similar state office); or
  2. If the foreign business entity was registered with that office to do business in any US state.

There are 23 business entities that are exempt from the BOI reporting requirements. If you think your company may be exempt, consult FinCEN's exemption checklist in the Small Entity Compliance Guide for each of the exemptions that can help determine if your company qualifies.

When is the BOI report due?

Since the December 23 ruling, reporting deadlines are as follows:

  • Reporting companies that were created or registered prior to January 1, 2024, have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.).
  • Reporting companies created or registered in the United States on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, have until January 13, 2025, to file their initial beneficial ownership information reports with FinCEN.
  • Reporting companies created or registered in the United States on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
  • Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later. Reporting companies that are created or registered in the United States on or after January 1, 2025, have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

How do I file the BOI report?

Filing the BOI report is FREE and is filed online through FinCEN's BOI E-Filing System

The BOI report contains four sections that need to be completed:

  1. Filing Information
  2. Reporting Company
  3. Company Applicants
  4. Beneficial Owners

1. Filing Information

You will need the following information:

  • Type of Filing (Initial report, Correction, Update, Exemption)
  • Date prepared (auto filled)

2. Reporting Company

You will need the following information:

  • Legal name of the reporting company (your business name)
  • Company Identification (typically the EIN)
  • Jurisdiction of Formation (the state your company was formed in)
  • Current address

3. Company Applicant

You will need the following information for the Company Applicant (the person who filed the initial formation paperwork for your business with the state):

  • FinCEN ID - Enter this ID if you had someone else (like TotalLegal) form your business entity for you. If you enter the FinCEN ID, you will skip the rest of the questions in the Company Applicant section
  • Name and Date of Birth of the Company Applicant
  • Current Address of the Company Applicant
  • ID of the Company Applicant (typically the state ID or passport of the Company Applicant). Note: A copy of the ID will need to be uploaded.

4. Beneficial Owner

You will need the following information for EACH owner of the company:

  • Legal Name and Date of Birth
  • Residential Address
  • ID of the Company Applicant (typically the state ID or passport of the owner). Note: A copy of the ID will need to be uploaded.

Enter the email address and name of the person completing the BOI report and submit the form. Upon acceptance, you will receive a confirmationemail.

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