Compliance

FinCEN Beneficial Ownership Information report BOI

Stands for: Beneficial Ownership Information

The US federal filing required from most companies under the Corporate Transparency Act, disclosing the natural persons who ultimately own or control the entity.

Definition

The **FinCEN Beneficial Ownership Information (BOI) report** is the disclosure required under the Corporate Transparency Act (CTA), enacted 1 January 2021 as part of the Anti-Money Laundering Act. Implementing rules at 31 CFR 1010.380 took effect on 1 January 2024.\n\nA reporting company is any corporation, limited liability company, or similar entity created by filing a document with a Secretary of State or equivalent (domestic reporting companies) or registered to do business in the US (foreign reporting companies), unless it qualifies for one of 23 exemptions, including SEC-registered issuers, regulated banks, large operating companies (more than 20 full-time US employees and over 5 million USD US-source revenue), and tax-exempt entities.\n\nThe report identifies each beneficial owner: a natural person who directly or indirectly exercises substantial control over the company, or owns or controls at least 25 percent of the ownership interests. Each beneficial owner's legal name, date of birth, current residential address, and unique identifying number (passport or driver's licence) plus an image of the document must be submitted. For entities formed after 1 January 2024, company applicants are also reported.

When you'll encounter it

You will encounter the FinCEN BOI obligation when forming any US LLC or corporation that does not qualify for an exemption, when registering a foreign company to do business in any US state, and when ownership or control changes (30-day update window). Note: enforcement and scope have been subject to litigation and Treasury announcements through 2025; consult current FinCEN guidance for active deadlines.

Used in our guides

FAQ

Who is a beneficial owner under the CTA?

A natural person who either exercises substantial control over the reporting company (senior officer, authority to appoint or remove a senior officer, important decision-maker, or other forms of substantial control) or owns or controls at least 25 percent of the ownership interests, including through options, contracts, and similar arrangements.

Does the BOI report become public?

No. The BOI database is non-public. Access is restricted under 31 CFR 1010.955 to authorised federal, state, local, and tribal officials, certain foreign authorities through US treaty arrangements, and financial institutions performing CDD with the reporting company's consent. Unauthorised disclosure is a criminal offence.

What are the penalties for not filing?

Civil penalties up to 591 USD per day, adjusted annually, for ongoing violations, and criminal penalties of up to 10,000 USD and two years imprisonment for willful failure to report or willful provision of false information. Safe harbours are available for prompt voluntary correction of inaccurate filings.

References

  1. FinCEN Beneficial Ownership Information rule, 31 CFR 1010.380 https://www.fincen.gov/boi
  2. Corporate Transparency Act, 31 USC 5336 https://www.law.cornell.edu/uscode/text/31/5336
  3. FinCEN BOI Small Entity Compliance Guide https://www.fincen.gov/boi/small-entity-compliance-guide