The new Corporate Transparency Act requires that entities report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN), a bureau within the U.S. Department of Treasury.
This is a free filing through the BOI E-filing system. You should complete this yourself for your company. The beneficial owners must upload identification (image of driver’s license or passport) as part of the application process.
Do I Need to Report?
Any entity (corporation, LLC, etc.) has to report unless an exemption applies. There are 23 types of entities that are exempt from the BOI reporting requirements. FinCEN's Small Entity Compliance Guide includes checklists for each of the 23 exemptions to help determine whether your company qualifies for an exemption. The most common exemptions are:
- Nonprofit entities;
- Entities that have BOTH: (1) more than $5 million in gross receipts; & (2) more than 20 full time employees.
How Do I Report?
Reporting companies report beneficial ownership information electronically through FinCEN's BOI E-Filing System: boiefiling.fincen.gov/
When Do I Report?
- If your company was created before January 1, 2024, you will have until January 1, 2025, to report BOI.
- If your company is created on or after January 1, 2024, you must report BOI within 90 days of notice of creation or registration. Beginning in 2025, that reporting window is 30 days.
- Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days. Updates would include change of ownership, address, etc.
What is Reported?
Each reporting company must identify the beneficial owners and the company applicant.
A beneficial owner is any individual who, directly or indirectly, either exercises substantial control over the reporting company or owns or controls at least 25% of the ownership interests of the reporting company. Some exclusions apply.
A company applicant is the person who files and creates your entity. Only entities created after January 1, 2024 report a company applicant. If RKPT formed your entity for you, we will provide you with the company applicant information.
What are the Penalties for Non-Compliance?
A person who willfully violates the BOI reporting requirements may be subject to civil penalties of up to $500 for each day that the violation continues. That person may also be subject to criminal penalties of up to two years imprisonment and a fine of up to $10,000.
Fraud Alert: FinCEN has been notified of recent fraudulent attempts to solicit information from those who may be subject to reporting requirements. FinCEN is not sending notices directly to you. Only report your company’s information directly to the FinCEN E-Filing System.
For more information, visit FinCEN's website, view FinCEN's Frequently Asked Questions (FAQs), or reach out to your RKPT attorney.
