Update from FinCEN on Dec. 9, 2024: In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports. 

Domestic and foreign-owned corporations, limited liability companies and other similar entities formally created or registered to do business with a Secretary of State in the U.S., must report their beneficial ownership information (BOI) by Dec. 31, 2025, if they meet the threshold outlined by the Financial Crimes Enforcement Network (FinCEN). 
 

This new BOI reporting requirement was enacted by FinCEN under the Corporate Transparency Act, requiring companies to report information about itself, its beneficial owners and company applicants starting Jan. 1, 2024. 
 

To ensure you file on time, check out select FAQs below related to BOI reporting requirements, including who is required to comply, what information is required and more. 
 

Who is required to comply?

All domestic and foreign reporting corporations, limited liability companies or similar entities with less than 20 employees and $5 million in annual gross revenue/receipts that were either:

• Created by the filing of a document with the secretary of state or a similar office under the laws of a State or Indian Tribe; or
• Formed under the laws of a foreign country and registered to do business in the United States by the filing of a document with a secretary of state or a similar office under the laws of a State or Indian Tribe.

Some entities, such as banks, credit unions, investment advisors, brokers/dealers, insurance companies and charitable organizations are exempt from the BOI reporting requirements. It is important to note, entities exempt from reporting may still own a reporting company in its structure, and therefore, may be a beneficial owner required to file a BOI report for the underlying reporting company. FinCEN has published a Small Entity Compliance Guide intended to help businesses determine if they are required to report its BOI to the FinCEN, which includes a full listing of exempt entities.

What company information should be reported? 

If a reporting company is created or registered on or after Jan. 1, 2024, it is required to report information about itself, its beneficial owners and company applicants. Reporting companies created or registered before Jan. 1, 2024, will only need to provide information about itself and beneficial owners. 

Reporting companies must report the following information to the FinCEN: 

• The company’s legal name
• Any trade names
• Current street address of its principal place of business
• Jurisdiction of formation or registration
• Taxpayer identification number

Who is considered a beneficial owner and what information is required?

Beneficial owners are any individuals who own or control at least 25% of the entity, directly or indirectly, or who have substantial control over the entity. Required information to be submitted about each beneficial owner (and applicants, if applicable) includes:

• Full legal name
• Address
• Date of birth
• Form of unique identification number, such as a U.S. driver’s license or passport number
• A digital image of the identification document

All information will be placed on a confidential registry maintained by the FinCEN.

When are reports due? 

Existing reporting companies (those formed before Jan. 1, 2024) must report the company and its beneficial owner(s) information before Jan. 1, 2025. New reporting companies formed in 2024 must file their initial reports within 90 calendar days from the date of receiving actual or public notice of their creation or registration becoming effective. Reporting companies created or registered on or after Jan. 1, 2025, will have 30 calendar days to file their initial BOI reports with the FinCEN.

Note, FinCEN recently announced that certain victims of Hurricane Milton, Hurricane Helen, Hurricane Debby, Hurricane Beryl and Hurricane Francine will receive an additional six months to submit their BOI reports. Click here to read more. 

Keep in mind, BOI reporting is not an annual requirement. A report only needs to be submitted once, unless the filer needs to update or correct information, for which 30 days is granted to submit the amended report.

What are the penalties if I fail to comply? 

Violations of the CTA, including failure to report BOI or the reporting of false or fraudulent information, may lead to the following penalties: 

• Civil penalties can up be to $500 for each day the violation continues. The penalty is indexed for inflation and is currently $590.
• Criminal penalties may include fines of up to $10,000 and/or imprisonment for up to two years.

Prepare Now 

Doeren Mayhew’s business advisors are here to assist with your BOI filing needs, including helping you understand this new requirement, identifying whether you need to file, assisting with obtaining an Employer Identification Number needed to file as well as submitting the BOI report on your behalf.