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.

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 are currently not requrired to file the report and the enforcement deadlines below are currently not enforceable. An important note, however, is to understand this is an ongoing legal battle. A final ruling from the Fifth Circuit Court is expected at some point, which will determine future compliance rules, or possibly the elimination of the reporting requirement entirely. But for now, completing the BOI report is considered voluntary, not mandatory.

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:

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
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?

Reporting deadlines depend on the date of formation of your company:

If your company was created or registered prior to January 1, 2024, the filing deadline is no later than January 1, 2025.
If your company was created or registered on or after January 1, 2024, your BOI report is due within 90 days of the formation date of your company. Note: Beginning 2025, that reporting deadline will be 30 days instead of 90 days.

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:

Filing Information
Reporting Company
Company Applicants
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.