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The Beneficial Ownership Information (BOI) e-filing is a regulatory requirement under the Corporate Transparency Act, which mandates certain businesses to report detailed ownership information to the Financial Crimes Enforcement Network (FinCEN).
This act, implemented to promote transparency and combat illicit financial activity, requires corporations, LLCs, and similar entities to file electronically through the FinCEN portal.
BOI e-filing involves disclosing important details about the individuals who own or control a company, such as names, birthdates, addresses, and government-issued IDs. Submitting accurate and timely BOI reports helps maintain compliance and avoid penalties for late or incomplete submissions.
In this guide, we’ll discuss all you need to know about BOI e-filing, including which entities are required to file, what information is needed, filing deadlines, and best practices to help you comply with FinCEN’s regulations.
BOI E-Filing Requirements
The first step in the BOI e-filing process is understanding the entities required to file, identifying exemptions, and gathering important information for submission. Meeting these requirements ensures compliance with the Corporate Transparency Act and avoids potential penalties.
Entities Required to File
BOI e-filing requirements apply to certain types of entities in the U.S. that meet the definition of a “reporting company” under the Corporate Transparency Act. These include:
- Any domestic corporation registered to conduct business within the United States is required to file BOI reports.
- Domestic LLCs must submit BOI information, as they fall under the category of reporting companies.
- Other state-registered entities, such as limited partnerships and limited liability partnerships, must also file if they meet the reporting criteria.
Exemptions
While most registered entities must file BOI information, certain organizations are exempt from these requirements. The exemptions ensure low-risk entities, or those already governed by strict regulatory oversight, are not subject to redundant reporting.
Common exemptions include:
- Entities that meet specific size requirements—such as those with more than 20 full-time employees, over $5 million in annual gross receipts, and a physical office in the U.S.
- Entities already subject to extensive regulation, such as banks, credit unions, and investment companies, are exempt from filing, as they already comply with federal oversight and reporting requirements.
- Non-profit organizations, such as charities or religious institutions recognized as tax-exempt under the IRS Code are not required to submit BOI filings.
- If an entity is a wholly owned subsidiary of an exempt entity, it also qualifies for exemption.
Information Required for Filing
To complete the BOI e-filing, each entity must submit certain details about the company and its beneficial owners. The two types of information required include basic company information and detailed information about each beneficial owner.
The basic information required includes:
- Company name
- Employer Identification Number (EIN)
- Company physical address
Each beneficial owner of the company must be identified. Beneficial owners include individuals who own 25% or more of the entity’s equity interests or who exert significant control over the company’s activities. Information required for each beneficial owner includes:
- Full name
- Date of birth
- Residential address
- Valid identification such as passport, driver’s license, or other recognized forms of ID
Gather and verify this information for the BOI submission to be accurate. Missing or incorrect details can result in rejected filings or non-compliance penalties. Companies can streamline the e-filing process and meet the Corporate Transparency Act’s requirements by preparing these records in advance.
BOI E-Filing Deadlines
It’s important to understand and meet the BOI e-filing deadlines to stay compliant with FinCEN’s regulations under the Corporate Transparency Act. Irrespective of what you’re filing for (an existing company or a newly registered entity), knowing the specific deadlines will help avoid penalties and keep your business in good standing.
Here’s a look at the important deadlines:
Existing Companies: Deadline of January 1, 2025
Companies created or registered in the U.S. before January 1, 2024, are considered “existing” for BOI filing purposes.
These companies have until January 1, 2025, to submit their initial BOI report. This extended deadline provides extra time for companies already operating to gather the required information.
The January 1, 2025, deadline represents the first major BOI filing obligation for these existing entities. Missing this deadline could lead to fines or other regulatory actions, so it’s advisable to prepare early.
New Companies: 30-Day Filing Requirement Post-Registration
Any company registered on or after January 1, 2024, is considered a “new” entity for BOI reporting.
New companies must file their BOI report within 30 days of their registration date. This rule applies to all newly formed corporations, LLCs, and similar entities that don’t fall under exempt categories.
To ensure compliance, new companies should incorporate BOI filing into their initial formation processes. Filing early within the 30-day window reduces the risk of missing the deadline and avoids potential penalties right from the start.
Updating Information: 30-Day Requirement for Changes
Any time there is a change in the beneficial ownership information—such as a new owner gaining a 25% interest, a current owner transferring their shares, or a change in significant control—the company must update its BOI report.
Companies must submit these updates within 30 days of the change. This applies to:
- Changes in the identity or details (e.g., name, address, or identification information) of a beneficial owner.
- Any alteration in who holds significant control within the company.
- Modifications to the company’s own identifying information, such as its name or address.
Timely updates ensure the FinCEN database remains accurate and companies comply with the Corporate Transparency Act. Failing to meet this 30-day deadline for updates can lead to compliance issues and possible penalties.
How to File BOI Electronically
Here’s a breakdown of the BOI e-filing process, including important options and considerations to ensure a smooth filing experience.
FinCEN E-Filing Portal
The FinCEN E-Filing Portal is the central online platform where companies submit their BOI as part of compliance with the Corporate Transparency Act. This portal is secure, user-friendly, and accessible through FinCEN’s official website.
Here’s how to begin the e-filing process:
- Visit the FinCEN website and go to the E-Filing Portal section. You may need to create a FinCEN account if you are a new user or log in if you already have an account.
- Once logged in, locate the BOI submission section and click “Start New Submission.”
- Enter your company’s basic information, such as its name, EIN, and principal business address.
- Fill in the details for each beneficial owner. This includes the owner’s full name, date of birth, current address, and an official identification number (e.g., passport or driver’s license number).
- Before submitting, carefully review all entered information to ensure accuracy, as errors could lead to compliance issues or penalties.
Submission Options: Direct Input vs. PDF Upload
FinCEN makes it easy for companies to submit their BOI information. Entities can either directly enter data into the portal or upload a completed PDF form. Here’s a closer look at each option:
Direct Input
This method involves filling out each section of the BOI information directly within the portal’s online form. It’s often the most straightforward option, as the portal guides users through each field, reducing the risk of leaving required information incomplete.
This method is ideal for smaller entities or those comfortable entering data manually. It ensures each required field is filled, as the portal flags any missing information in real-time.
PDF Upload
Uploading a PDF file with pre-filled BOI details is more efficient for larger companies or entities with complex information. It is ideal for companies that have BOI information stored in documents and want to streamline the filing process. It also allows for easy review and preparation before submission.
After selecting a submission method and ensuring all information is complete, submit your report.
Confirmation of Submission
Once your BOI filing is successfully submitted, the FinCEN E-Filing Portal will generate a confirmation receipt. This document is important for recordkeeping and serves as proof of compliance.
- Save this document in a secure place, as it confirms your submission and provides a record of the filed information.
- FinCEN assigns a unique ID to each filing, which will be necessary for future updates or amendments to your BOI report. Store this ID in a way that it’s easily accessible, as it may be required in the event of ownership changes or when verifying previous filings.
Post-Filing and Future Compliance
Once you’ve completed the BOI e-filing process, maintaining compliance with FinCEN’s requirements involves more than just submitting the initial report. The post-filing phase includes careful recordkeeping and timely updates for your business to remain fully compliant.
Recordkeeping: The Importance of Confirmation and FinCEN ID
After filing your BOI, FinCEN provides a confirmation receipt that includes a unique identifier, often referred to as the FinCEN ID. This ID is important for these reasons:
- The confirmation receipt and FinCEN ID serve as proof that your entity has met its filing requirement. These records are useful when any discrepancies or audits arise in the future, thereby verifying that you submitted your BOI accurately and on time.
- Retaining the FinCEN ID and confirmation makes it easier to update or amend your BOI as needed. When changes occur in ownership or company information, this ID will streamline the amendment process. This ensures updates are correctly linked to your entity’s initial filing.
- Having organized records, including the FinCEN ID and confirmation, demonstrates that your company has prioritized accurate recordkeeping during audits or compliance checks by FinCEN. This minimizes the risk of misunderstandings or potential fines, which can occur if your company cannot provide documented proof of compliance.
Keep these records in a secure digital or physical location, accessible to your compliance team or legal advisors if needed for future reference. You can also back up these records in different secure locations to prevent any accidental loss.
Updating Reports: Amending BOI Within 30 Days of Changes
Maintaining accurate and up-to-date BOI is a legal requirement under the Corporate Transparency Act.
As stated earlier, FinCEN mandates that any changes to beneficial ownership information be reported within 30 days. This updating process is important for ongoing compliance and ensures FinCEN has the most current information about your entity.
Note the following:
- If there is any alteration in who holds significant control or ownership (defined as holding 25% or more ownership or having substantial influence over the company), the updated details must be filed with FinCEN promptly. Failing to do so within the 30-day window can lead to compliance issues and penalties.
- Changes in the beneficial owner’s personal information, such as name, address, or ID details, also require prompt updates. Any lapse in accuracy here can risk penalties and may raise red flags during audits or compliance reviews.
- If your business undergoes structural changes, such as a merger or reorganization, or if your company’s contact information (address, EIN, etc.) changes, update your BOI to reflect these updates. Keeping these records current ensures ongoing alignment with FinCEN’s requirements and helps avoid possible enforcement actions.
Common Mistakes to Avoid in BOI E-Filing
Mistakes during the BOI e-filing process can lead to compliance issues and costly penalties. Here are errors to watch out for when completing your BOI e-filing:
Incomplete or Incorrect Information
One of the most frequent mistakes in BOI filings is omitting or misreporting details of beneficial owners. To avoid errors, confirm that all beneficial owners are reported accurately, including individuals who either own 25% or more of the entity or exercise significant control over it.
Missing fields or partial information—such as incomplete names, birthdates, or addresses—can result in filing rejection. Review each field and verify that all required details are filled in before submitting.
Missed Deadlines
For businesses registered after January 1, 2024, failing to file BOI within 30 days of registration can lead to significant fines. Mark this deadline to ensure timely compliance. If your company was created before January 1, 2024, plan and file before January 1, 2025, to avoid last-minute issues.
Under BOI requirements, any changes in beneficial ownership or other details must be updated within 30 days. Missing this window for updates can attract fines or further scrutiny. Stay on top of changes by regularly monitoring your entity’s BOI details.
Overlooking Exemptions
Not every entity needs to file a BOI report. If your business qualifies for an exemption, then you must file a BOI report. Double-check whether your entity is exempt to avoid filing when it’s not required.
Failing to Keep Records
Safely keep the records FinCEN issues (once your BOI filing is complete) for future reference.
These records will be required for amendments or additional filings. Set up a system to track filing and update deadlines to save time and prevent last-minute filings. Maintaining a dedicated compliance calendar can help you with this.
Wrapping Up
The BOI e-filing process may seem complex, but understanding the requirements, timelines, and filing procedures can help you maintain compliance under the Corporate Transparency Act.
Accurate and timely BOI reporting helps avoid costly penalties and strengthens the integrity and transparency of your business operations.
Familiarize yourself with the filing requirements, deadlines, and necessary information so your business can have a smooth submission process. Also, retain confirmation receipts and keep your beneficial ownership details up to date—any changes must be reported within 30 days to avoid compliance issues.
Finally, regularly review your BOI information and ensure all necessary updates are made on time. These will help your business remain in good standing with FinCEN and prevent unexpected legal or financial repercussions.
FAQs
What is BOI e-filing?
BOI E-Filing is a system developed by the Financial Crimes Enforcement Network (FinCEN) to support the electronic filing of the Beneficial Ownership Information Report (BOIR) under the Corporate Transparency Act (CTA).
This act requires certain U.S. and foreign entities to report beneficial ownership information to FinCEN. The BOI E-Filing system provides a faster, more convenient, and more secure method for submitting BOIRs. It is available to all entities required to file a BOIR.
What information do I need to file a BOIR?
To file a BOIR, you'll need to collect the following information about your company and its beneficial owners:
Company Information:
- Full legal name
- Business address (no P.O. boxes or lawyer/adviser offices)
- State or Tribal jurisdiction of formation or registration
- Taxpayer identification number
- An identity document (e.g., Articles of Incorporation or Organization)
Beneficial Owner Information:
- Full legal name and date of birth
- Home address (no P.O. boxes or lawyer/adviser offices)
- Unique identifying number from an acceptable identification document (e.g., driver's license, passport)
- Issuing jurisdiction of the identification document
- An electronic image of the acceptable identification document (if a FinCEN ID is not available)
Company Applicants (if applicable):
If your company was formed or registered in 2024 or later, you may need to report information about company applicants. This includes their name, date of birth, address, identification document information, and an electronic image of the document.
How do I fill out a beneficial ownership form?
To fill out a beneficial ownership form, you'll need to provide information about your company and its beneficial owners. The steps depend on the form and jurisdiction, but here's a general guide:
Gather Necessary Information:
- Company information: legal name, address, jurisdiction of formation, tax ID number, etc.
- Beneficial owner information: full legal name, date of birth, address, identification document number (e.g., passport, driver's license), and an image of the document.
- Company applicant information (if applicable): name, date of birth, address, identification document number, and an image of the document.
Complete the Form:
- Follow the instructions provided on the form.
- Provide accurate and complete information for each section.
- Double-check all information for accuracy.
Submit the Form:
Follow the instructions for submitting the form. This may involve mailing the form to a designated address, submitting the form online through a secure portal, or filing the form with a government agency.
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