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:

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:

2. Reporting Company

You will need the following information:

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):

4. Beneficial Owner

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

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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