FinCEN Beneficial Ownership Information Reporting

If you would like assistance completing these new requirements on nearly all companies in the United States, please contact our office promptly to ensure we help you timely meet these filing requirements.

Beginning January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) rule, 31 C.F.R. § 1010.380, implementing the bipartisan Corporate Transparency Act’s beneficial ownership information (BOI) reporting provisions became effective. The FinCEN BOI rule requires most companies (LLC/Inc and some partnerships) to report certain information about the company and its owners and officers.

For companies formed between January 1 and December 31, 2024, the filing deadline is 90 days after the company is filed with the secretary of state ("Formation"). For companies in existence prior to 2024, the filing deadline is December 31, 2024. For companies formed on or after January 1, 2025, the filing deadline is 30 days after Formation.

What information is collected?

Who must be identified as a Company Applicant? If the company was formed on or after January 1, 2024, the company must report Company Applicants to FinCEN. Company applicants include any individual (a) who filed the formation documents (article of organization or incorporation) with the secretary of state (or other similar state agency), or (b) directs or controls the filing.

Who must be identified as a Beneficial Owner? Each person who owns 25% or more of the company, and all individuals with "substantial control".  An individual has substantial control if (1) the individual is a senior officer; (2) the individual has authority to appoint or remove certain officers or a majority of directors of the reporting company; (3) the individual is an important decision-maker; or (4) the individual has any other form of substantial control over the reporting company.

Filing updates in the future? Any changes to the reported information, such as company address or beneficial owners and officers, must be reported within 30 days.

Exceptions? The most common exception to this rule will be for Large Entities which have (a) 20 or more full time U.S. employees, (b) a U.S. physical office, and (c) more than $5,000,000 in annual gross sales.

Penalties? Penalties for failing to comply are significant, and could include civil fines and criminal penalties, including the potential for being sentenced to confinement.

Who can access this information? Any law enforcement agencies with court approval, federal government agencies engaged in national security, intelligence, or law enforcement activity, certain foreign law enforcement, financial institutions, federal regulators, U.S. Treasury personnel. Law enforcement activity may include civil litigation. Disclosure to other parties in civil litigation is permitted, in cooperation with one of the above listed agencies. For additional details, please review the FinCEN BOI Access and Safeguards Rule.

For more detailed information about these requirements, please review the BOI Small Entity Compliance Guide: 

Please call or e-mail our office for assistance complying with this rule.