The FinCEN Beneficial Ownership Information Report is now mandatory for most US LLCs. Missing the deadline can cost you $500 per day. Here is everything you need to know.
What Is the BOI Report?
The Beneficial Ownership Information (BOI) Report is a new federal filing requirement created by the Corporate Transparency Act (CTA), administered by the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Department of the Treasury. It went into effect on January 1, 2024.
The BOI report requires most US companies — including LLCs — to disclose who actually owns and controls them. The goal is to combat money laundering, tax fraud, and the use of shell companies to hide illicit wealth.
Who Must File
The vast majority of LLCs must file a BOI report. This includes single-member LLCs owned by non-US persons, multi-member LLCs, LLCs that are subsidiaries of foreign companies, and domestic LLCs that operate online businesses. The filing obligation applies regardless of whether the LLC has any US income or employees.
Who Is Exempt
Some entities are exempt, including large operating companies (more than 20 full-time US employees, more than $5 million in gross receipts, and a physical US office), publicly traded companies, banks, credit unions, insurance companies, tax-exempt nonprofits, and companies in heavily regulated industries. Most small foreign-owned LLCs do not qualify for any exemption and must file.
Filing Deadlines
The deadlines depend on when your company was formed. Companies formed before January 1, 2024 had an original deadline of January 1, 2025. If you have not filed yet, you are currently overdue and should file immediately to minimize penalties.
Companies formed between January 1, 2024 and December 31, 2024 had 90 calendar days from the date of formation to file. Companies formed on or after January 1, 2025 have 30 calendar days from the date of formation to file.
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There is also an ongoing obligation: if any reported information changes (such as a change of address for a beneficial owner, or a transfer of ownership), you must file an updated BOI report within 30 days of the change.
What Information Is Required
For each beneficial owner (a person who owns 25% or more, or who exercises substantial control), you must provide their full legal name, date of birth, current residential address, identifying document (passport or driver's license) including the document number and issuing jurisdiction, and an image of the identifying document.
The $500/Day Penalty
Willful failure to file a complete and accurate BOI report can result in civil penalties of up to $500 per day for each day the violation continues. Criminal penalties can include fines up to $10,000 and up to 2 years of imprisonment for willful violators.
FinCEN has stated it intends to enforce these penalties, particularly against those who had the opportunity to file and chose not to.
How to File
BOI reports are filed through FinCEN's online BOIR system at boiefiling.fincen.gov. The filing is free of charge. MP Partner assists clients in preparing and submitting their BOI reports, ensuring all beneficial owner information is accurate and complete.
MP Partner Team
Specialist in US and UK company formation for non-residents. Helping international entrepreneurs build their legal presence.