Beneficial Ownership Information Reporting

Posted on by Melissa Lomeli

The Corporate Transparency Act (CTA), part of the National Defense Act for Fiscal Year 2021, requires millions of entities to report their beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN). This guide offers an introductory overview of the CTA’s provisions.

Who must report under the CTA’s Beneficial Ownership Information reporting requirement?

All domestic and foreign entities that have filed formation or registration documents with a U.S. state (or Indian tribe) must report, unless they qualify for one of 23 specific exemptions (refer to FinCEN FAQs for a complete list of exemptions). Some notable exemptions include:

  • Large Operating Entities meeting all of the following criteria:
    • Employ more than 20 people in the U.S.
    • Have gross revenue (or sales) over $5 million on the prior year’s tax return
    • Maintain a physical office in the U.S.
  • Publicly Traded Companies registered under Section 102 of the Sarbanes-Oxley Act (SOX)

Filing Deadlines

  • New entities created/registered in 2024: Must file within 90 days
  • New entities created/registered after December 31, 2024: Must file within 30 days
  • Existing entities created/registered before January 1, 2024: Must file by January 1, 2025
  • Reporting companies with changes or inaccuracies: Must file updates within 30 days

Required Information for Reporting

Companies must submit the following details through the FinCEN BOIR E-Filing System:

  • Full legal name and any trade or DBA names of the reporting company
  • Business address
  • State or Tribal jurisdiction of formation or registration
  • IRS TIN

Additionally, companies must report the following information for each beneficial owner and, for newly created entities, the company applicant(s):

  • Name
  • Birthdate
  • Address
  • Unique identifying number and issuing jurisdiction from an acceptable identification document (including an image of the document)

Penalties for Noncompliance

  • Civil penalties: Up to $591 per day for ongoing violations
  • Criminal penalties: Up to $10,000 in fines and/or up to two years of imprisonment

If you would like our assistance with your Beneficial Ownership Information Reporting filing, please contact our Client Advocate, Rachel Rodriguez, to set up an appointment.