Beneficial Ownership Information Reporting

Cross References

FinCEN has updated its frequently asked questions on the Beneficial Ownership Information Reporting rules.

In 2021, Congress passed the Corporate Transparency Act on a bipartisan basis. This law creates a new beneficial ownership information reporting requirement as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures. Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company.

FinCEN launched the BOI E-Filing website for reporting beneficial ownership informa- tion (https://boiefil ing.fincen.gov ) on January 1, 2024.

  • A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report.
  • A reporting company created or registered in 2024 will have 90 calendar days to file after receiving actual or public notice that its creation or registration is effective.
  • A reporting company created or registered on or after January 1, 2025, will have 30 calendar days to file after receiving actual or public notice that its creation or registration is effective.

Companies required to report are called reporting companies. There are two types of reporting companies.

  • Domestic reporting companies are corporations, limited liability companies, and any other entities created by the filing of a document with a secretary of state or any similar office in the United States.
  • Foreign reporting companies are entities (including corporations and limited liability companies) formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office.

There are 23 types of entities that are exempt from the reporting requirements. These include publicly traded companies meeting specified requirements, many nonprofits, and certain large operating companies. For a detailed list of entities exempt from the reporting requirements, see FinCEN’s Small Entity Compliance Guide, which can be found at https://www.fincen.gov/boi/small-entity-compliance-guide.

Updated frequently asked questions. The following questions were added to the FinCEN website in January of 2024.

  • Under the Corporate Transparency Act, who can access beneficial ownership information?
  • Should my company report beneficial ownership information now?
  • Will there be a fee for submitting a beneficial ownership information report to FinCEN?
  • How will I report my company’s beneficial ownership information?
  • Where can I find the form to report?
  • Can a company created or registered in a U.S. territory be considered a reporting company?
  • What should a reporting company report if its ownership is in dispute?
  • Who does a reporting company report as a beneficial owner if a corporate entity owns or controls 25% or more of the ownership interests of the reporting company?
  • What makes an individual primarily responsible for directing the filing of the creation or registration document?
  • Is a third-party courier or delivery service employee who only delivers documents that create or register a reporting company a company applicant?
  • If an individual used an automated incorporation service, such as through a website or online platform, to file the creation or registration document for a reporting company, who is the company applicant?
  • If a beneficial owner or company applicant’s acceptable identification document does not include a photograph for religious reasons, will FinCEN accept the identification document without the photograph?
  • What residential address should be reported if a reporting company is required to report an individual’s residential address, but that individual does not have a permanent residential residence?
  • How can I obtain a Taxpayer Identification Number for a new company quickly so that I can file an initial beneficial ownership information report on time?
  • Does a subsidiary whose ownership interest are partially controlled by an exempt entity qualify for the subsidiary exemption?
  • How can I use a FinCEN identifier?
  • How do I request a FinCEN identifier?
  • Can a third-party service provider assist reporting companies by submitting required information to FinCEN on their behalf?

For more information, see New Beneficial Ownership Reporting Rules, page 1-11 in the 2023 Edition of TheTaxBook. To see the complete list of questions and answers on the FinCEN website, go to https://www.fincen.gov/boi-faqs.