How to File a BOIR | Filing a Beneficial Ownership Information Report With the Department of Treasury

Business owners in the United States are talking about the Corporate Transparency Act (CTA) and the Beneficial Ownership Information Report (BOIR)! With the implementation of the CTA, many entrepreneurs are asking about how to file a BOIR for an LLC and other legal entities. If you want to know how to file a BOIR, just keep on reading! 

At the beginning of 2024, the CTA was put into effect in the US to address unlawful financial activity, such as tax fraud, money laundering, and terrorism financing. To realize this, all small business owners are required to file a BOIR with the Department of Treasury. These reports are also referred to as “corporate transparency reports.” 

Due to high rates of tax fraud via shell corporations, laundering, and more illicit activity, the CTA mandates that certain businesses file a BOIR with the Financial Crimes Enforcement Network (FinCEN). Any legal entity that qualifies as a “reporting company” must file a BOIR. A reporting company is privately held and registered to do business in America, whether foreign or domestic. So, if you own a Limited Liability Company (LLC), a corporation, or any other legal entity that was created by filing with the Secretary of State or similar office, you must file a BOIR! The CTA requires the same from Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs), and the majority of Limited Partnerships (LPs).

All Beneficial Owners Are Included in The BOIR | How to File a BOIR

Who is included on the BOIR? Any and all beneficial owners! A beneficial owner is defined as any individual who owns at least 25% of the company or who has “substantial control” over the company. Every single beneficial owner must be included on the same submitted report – two or more owners will not submit separate BOIRs. To offer some clarity, the term “substantial control” refers to: 

• Anyone who serves the company as a senior officer, like the CEO, general counsel, board member, president, and so on. 
• An individual who possesses the authority to appoint or remove officers or make decisions on behalf of the company related to business, structure, or finances. 
• A spouse, in select US states.

What Businesses Are Exempt Under the Corporate Transparency Act?

What kinds of businesses don’t have to file a BOIR under the CTA? 

• A company that has more than 20 full-time employees, over $5 million gross revenue recorded on a filed tax return, and a physical office location in the US. 
• An inactive legal entity that was formed on or before January 1, 2020, which is not currently active. 
• Since March 1, 2024, any small business that’s a member of the National Small Business Association (NSBA).
• Any company that is publicly traded.  
• A US Governmental Authority. 
• Nonprofits, including 501(c), 501(a), 4947(a)(1), and 4947(a)(2) Trusts. 
• Public accounting firms. 
• Insurance companies and/or producers. 
• Venture capital fund advisers. 
• Pooled investment vehicles. 
• Any entity that was inactive before 2024. 
• Any subsidiaries of other exempt entities. 
• An investment company or adviser registered with the US Securities and Exchange Commission (SEC). 
• Additional highly regulated legal entities, such as:
  • Banks
  • Credit Unions (Federal or State) 
  • Bank Holding Companies 
  • Securities Brokers or Dealers (registered with SEC)
  • Exchange or Clearing Agencies (registered with SEC) 
  • Other Entities (registered with SEC) 
  • Money Transmitting/Money Service Businesses (registered with FinCEN) 
  • Entities Registered Under the Commodity Exchange Act 
  • Regulated Public Utilities 
  • Financial Market Utilities

The Information That Must Be Included on the BOI Report…

What are you required to report on the BOIR? 

Reporting companies must provide: 

• The full legal entity name. 
• The Doing Business As (DBA) name, if applicable. 
• The principal address of the business. You must use your physical business address, not a PO Box or an attorney or adviser’s address. 
• The state of jurisdiction wherein the company was formed or initially registered. 
• The federal taxpayer identification number, along with a document of identification like filed Articles of Organization or Incorporation. 

Your corporate transparency report needs to also have the following information for all of the beneficial owners: 

• The owner’s full legal name and date of birth. 
• Their residential address. 
• A digital copy of a government issued ID, like a passport or driver’s license, and the associated unique identification number listed on that ID. 

*Each beneficial owner should be informed that the CTA requires the business to submit their personal information as part of the BOIR. However, to streamline the process, beneficial owners can apply for a FinCEN Identifier and give their information to FinCEN themselves.* 

Regardless of whether the beneficial owners are providing their information directly to FinCEN or through the company, all of the data should be current, organized, and safeguarded. If there’s any change in the beneficial owner information after the initial BOIR is filed, the business will have to file a new or updated report. Likewise, a new or updated BOIR will have to be filed if there are any errors in the previous report(s). Any changes have to be filed within 30 days of the occurrence of those changes.

Deadlines to File Your Business Ownership Information Report!

What’s the deadline to file the BOIR? 

If the reporting company was formed before 2024 the deadline is January 1, 2025. 

For any entity formed during 2024 the deadline is 90 days after formation. 

If the business was formed during 2025 or later the deadline is 30 days after formation. 

Businesses who choose to file the BOIR on their own can do so for free! Visit the BOI E-Filing System online and submit all of the required information. 

Does your company need help with filing its Beneficial Ownership Information Report? Contact our team at Stockman & Poropat, PLLC today! We can handle the entire process on your behalf, so you don’t have to. And, our firm offers all of our new clients a free consultation!

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