A confidential report filed with FinCEN (U.S. Treasury) identifying a company’s beneficial owners (and company applicants), required by the Corporate Transparency Act for most U.S. entities as of 2024.
What is The Beneficial Ownership Information Report?
The BOI Report is a compliance requirement introduced by the Corporate Transparency Act (CTA) and enforced by the Financial Crimes Enforcement Network (FinCEN). Beginning January 1, 2024, most U.S. corporations, LLCs, and similar entities were required to file a BOI report disclosing the individuals who ultimately own or control the business. This included each beneficial owner—anyone who directly or indirectly owns at least 25% of the company or exercises substantial control—as well as the company applicant (the person who filed the formation documents).
The report must include each individual’s legal name, date of birth, residential address, and a unique identifying number (such as from a passport or driver’s license), along with a copy of the ID document. The purpose of the BOI report is to create a confidential federal database of true company ownership, helping to prevent financial crimes such as money laundering and shell company abuse. The information is not public—only authorized government agencies and financial institutions (with consent) can access it.
Even if a state like Delaware does not require public ownership disclosure, the BOI report is a federal filing and must still be submitted. Certain entities are exempt, such as large operating companies (with 20+ U.S. employees, over $5 million in revenue, and a physical U.S. office) and heavily regulated institutions like banks and public companies. However, most startups, small businesses, and foreign-owned U.S. companies are not exempt.
As of March 26, 2025, FinCEN revised its rules:
- Domestic companies (formed entirely in the U.S.) are now exempt from the BOI reporting requirement.
- Only foreign entities registered to do business in a U.S. state are required to file.
Foreign companies registered before March 26, 2025, had to file their BOI report by April 25, 2025. Those registering after that date must file within 30 days. Updates are required within 30 days of any change in ownership or control—for example, if a new investor acquires 25% or more of the company.
In summary, the BOI report is the U.S. Treasury’s way of knowing who owns your company. It’s a key compliance step alongside EIN applications and annual reports. Timely filing and updates are essential to avoid civil fines of up to $500 per day and potential criminal penalties.
