The FinCEN Beneficial Ownership Information (BOI) report is a federal filing requirement that most small business formation guides don't mention. Since January 1, 2024, most new LLCs are required to file it with the U.S. Treasury Department's Financial Crimes Enforcement Network. Failing to file can result in significant civil and criminal penalties.
What Is the FinCEN BOI Report?
The Beneficial Ownership Information report is a federal disclosure requirement established by the Corporate Transparency Act (CTA), which was enacted in 2021 and took effect January 1, 2024. Its purpose is to help the U.S. government combat money laundering, tax fraud, and other financial crimes by creating a national database of who actually owns and controls business entities.
The report is filed electronically with FinCEN — the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury — and is not publicly accessible. It is available to law enforcement agencies and certain financial institutions.
Who Must File?
The BOI report applies to most domestic LLCs, corporations, and similar entities formed by filing with a state. This includes the vast majority of small business LLCs.
Exempt entities (generally do not need to file) include:
- Large operating companies with more than 20 full-time employees, over $5 million in gross receipts, and a physical office in the US
- Publicly traded companies already reporting to the SEC
- Banks, credit unions, insurance companies, and certain other regulated entities
- Tax-exempt nonprofit organizations
- Inactive entities meeting specific criteria
What Information Is Required?
The BOI report requires information about two categories of people:
1. Beneficial Owners
Anyone who: (a) owns or controls 25% or more of the LLC's ownership interests, or (b) exercises "substantial control" over the LLC (such as a senior officer or decision-maker), must be reported. For each beneficial owner, you must provide:
- Full legal name
- Date of birth
- Current residential address
- A unique identifying number from an acceptable ID document (U.S. passport, driver's license, or state ID)
- An image of that ID document
2. Company Applicants (for new LLCs only)
LLCs formed on or after January 1, 2024 must also report the "company applicant" — the person who directly filed the formation documents with the state, and (if different) the person who directed or controlled that filing. LLCs formed before 2024 do not need to report company applicants.
Deadlines
| Situation | Deadline to File |
|---|---|
| LLC formed before January 1, 2024 | Check current FinCEN guidance — original deadline was January 1, 2025 |
| LLC formed January 1, 2024 or later | Within 90 calendar days of formation |
| Change in beneficial owner information | Within 30 calendar days of the change |
| Error discovered in a prior report | Within 30 calendar days of discovering the error |
How to File — Step by Step
- Go to fincen.gov and navigate to the BOI e-filing system (boiefiling.fincen.gov)
- Select "File BOIR" (Beneficial Ownership Information Report)
- Choose "Initial Report" for a new filing
- Enter your company information: legal name, EIN, state of formation, formation date, and address
- Enter beneficial owner information for each required person
- Upload ID document images as required
- Review all information carefully — errors require an amended filing within 30 days
- Submit electronically — the filing is completely free
- Download and save your confirmation receipt PDF immediately
Penalties for Non-Compliance
The Corporate Transparency Act establishes significant penalties for willful non-compliance. Under the law as written, penalties can include civil fines of up to $591 per day of violation and criminal penalties including fines up to $10,000 and imprisonment up to two years. However, enforcement approach and active penalty levels may differ from the statutory maximum — verify current enforcement guidance at fincen.gov.
When to Update Your BOI Report
You must file an updated BOI report within 30 days whenever:
- An owner's name, address, or ID document changes
- Ownership percentages change
- A new owner joins the LLC or an existing owner leaves
- The LLC's address changes
- You discover an error in a previously filed report
Set a calendar reminder to review your BOI report annually, even if you believe nothing has changed. Our free Compliance Calendar Wizard includes a FinCEN review reminder.