Beneficial Ownership Information

What information is required?

Beginning in 2024 all domestic and foreign reporting companies will have to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) established under the Corporate Transparency Act.

This fact sheet will help you determine if your entity is a reporting company, and if so, the information that you will have to report in your initial BOI report, in addition to some key definitions and dates.

Is your entity a reporting company?

1. (a) For domestic (US) entities: Is the entity a corporation, LLC, or other entity created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe?
   If the answer is no, your entity might not be a reporting company. If the answer is yes, go to question 2.

   (b) For foreign (non-US) entities: Is the entity a corporation, LLC or other entity formed under the law of a foreign country and registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe?

   If the answer is no, your entity might not be a reporting company. If the answer is yes, go to question 2.

2. Does the entity qualify for an exemption? (Refer to The 23 exemptions from the Corporate Transparency Act's beneficial ownership information reporting requirement to determine if your entity is exempt from being a reporting company) If the answer is yes, your entity might not be a reporting company. If the answer is no, your entity may be a reporting company and you should continue on to see what information will have to be report.

What information is required in BOI reports?

1. Information required about the reporting company
(Required by domestic and foreign reporting companies existing or registered before January 1, 2024 and domestic and foreign reporting companies created or first registered on or after January 1, 2024)

• Full legal name
• Any trade name or “doing business as” name
• A complete current address consisting of:
  • For a reporting company with a principal place of business in the United States, the street address of the principal place of business; and
  • In all other cases, the street address of the primary location in the United States where the reporting company conducts business
• The State, Tribal, or foreign jurisdiction of formation. For a foreign reporting company, the State of Tribal jurisdiction where the company first registered
• The IRS Taxpayer Identification Number (TIN) (including an Employer Identification Number (EIN)) of the reporting company, or where a foreign reporting company has not been issued a TIN, a tax identification number issued by a foreign jurisdiction and the name of the jurisdiction

2. Information required for every individual who is a beneficial owner
(Required by domestic and foreign reporting companies existing or registered before January 1, 2024 and domestic and foreign reporting companies created or first registered on or after January 1, 2024)

• Full legal name
• Date of birth
• A complete current residential street address
• A unique identifying number and the issuing jurisdiction from one of the following documents:
• A non-expired U.S. passport
• A non-expired identification document issued by a State, local government, or Indian tribe
• A non-expired State driver’s license; or
• A non-expired passport issued by a foreign government, if the individual does not possess any of the other permissible documents
• An image of the document from which the unique identifying number was obtained
• If a beneficial owner has obtained a FinCEN identifier, the reporting company may include the FinCEN identifier in its report in lieu of the required information with respect to the beneficial owner

3. Information for each individual who is a company applicant
(Required by domestic and foreign reporting companies created or first registered on or after January 1,2024)

• Full legal name
• Date of birth
• A complete current address consisting of:
• In the case of a company applicant who forms or registers an entity in the course of the company applicant’s business, the street address of the business; or
• In any other case, the individual’s residential street address
• A unique identifying number and the issuing jurisdiction from one of the following documents:
• A non-expired U.S. passport
• A non-expired identification document issued by a State, local government, or Indian tribe
• A non-expired State driver’s license; or
• A non-expired passport issued by a foreign government to the individual, if the individual does no possess any of the other permissible documents
• An image of the document from which the unique identifying number was obtained.
• If a company applicant has obtained a FinCEN identifier, the reporting company may include the FinCEN identifier in its report in lieu of the required information with respect to the company applicant.

Reporting Dates

• Reporting companies existing or registered before January 1, 2024 - Initial BOI report must be filed between January 1, 2024 and January 1, 2025
• Reporting companies created or first registered on or after January 1, 2024 and before January 1, 2025 - Initial BOI report must be filed with 90 calendar days of the earlier of the company receiving actual notice of its creation of registration or after a secretary of state or similar office provides public notice of its creation or registration
• Reporting companies created or first registered on or after January 1, 2025 - Initial BOI report must be filed with 30 calendar days of earlier of the company receiving actual notice of its creation or registration or after a secretary of state or similar office provides public notice of its creation or registration

Remember, that you must file an updated report within 30 calendar days of any change in the reported information regarding the reporting company or beneficial owners.

Key Definitions

Domestic reporting company: any entity that is a corporation, LLC, or other entity created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe. (The term does not include entities that qualify for an exemption.)
Foreign reporting company: any entity that is a corporation, LLC or other entity formed under the law of a foreign country and registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe. (The term does not include entities that qualify for an exemption.)
Beneficial owner: any individual who, directly or indirectly, either exercises substantial control over a reporting company or owns or controls at least 25 percent of the ownership interests of a reporting company.
Company applicant: the individual who directly files the document that creates a domestic reporting company or who directly files the document that first registers the foreign reporting company and the individual who is primarily responsible for directing or controlling the creation or registration filing if more than one individual is involved in the filing of the document.
FinCEN identifier: the unique identifying number assigned by FinCEN to an individual beneficial owner or company applicant. In the application for a FinCEN identifier the individual must provide all of the information that must be reported in respect to the individual.

This information is not intended to provide legal advice or serve as a substitute for legal research to address specific situations. © 2024 Wolters Kluwer N.V. and its affiliates and/or licensors. All rights reserved.

Exemptions

The 23 exemptions from the Corporate Transparency Act's beneficial ownership information reporting requirement

With the beneficial ownership information reporting requirement imposed by the Corporate Transparency Act effective on January 1, 2024, every “reporting company” must file a report with the Financial Crimes Enforcement Network (FinCEN).

A “reporting company” is defined as a corporation, LLC, or other entity created by the filing of a document with a Secretary of State or similar office or formed under the law of a foreign country and registered to do business by the filing of a document with a Secretary of State or similar office. (See 31 CFR 1010.380(C)(1)).

However, a corporation, LLC, or other entity is not considered a reporting company, and therefore not required to file a report if it qualifies for one of the 23 exemptions set forth in the Corporate Transparency Act and the final rule implementing the reporting requirement. (See 31 CFR 1010.380(C)(2)).

Exempt from being considered a “reporting entity” is the following:

1. Securities reporting issue

   Any issuer of securities that is: (A) an issuer of a class of securities registered under Sec. 12 of the Securities Exchange Act of 1934, or (B) required to file supplementary and periodic information under Sec. 15(d) of the Securities Exchange Act of 1934.

2. Governmental authority

   Any entity that: (A) is established under the laws of the United States, an Indian tribe, a State, or a political subdivision of a State, or under an interstate compact between two or more States, and (B) exercises governmental authority on behalf of the United States or any such Indian tribe, State, or political subdivision.

3. Bank

   Any bank, as defined in: (A) Sec. 3 of the Federal Deposit Insurance Act, (B) Sec. 2(a) of the Investment Company Act of 1940, or (C) Sec. 202(a) of the Investment Advisers Act of 1940.

4. Credit union

   Any Federal credit union or State credit union, as those terms are defined in Sec. 101 of the Federal Credit Union Act.

5. Depository institution holding company

   Any bank holding company as defined in Sec. 2 of the Bank Holding Company Act of 1956, or any savings and loan holding company as defined in Sec. 10(a) of the Home Owners' Loan Act.

6. Money services business

   Any money transmitting business registered with FinCEN under 31 U.S.C. 5330, and any money services business registered with FinCEN under 31 CFR 1022.380.

7. Broker or dealer in securities

   Any broker or dealer, as those terms are defined in Sec. 3 of the Securities Exchange Act of 1934, that is registered under Sec. 15 of that Act.

8. Securities exchange or clearing agency

   Any exchange or clearing agency, as those terms are defined in Sec. 3 of the Securities Exchange Act of 1934, that is registered under Secs. 6 or 17A of that Act.

9. Other Exchange Act registered entity

   Any entity other than that described in exemption 1 (Securities reporting issuer), exemption 7 (Broker or dealer in securities), or exemption 8 (Securities exchange or clearing agency) that is registered with the SEC under the Securities Exchange Act of 1934.

10. Investment company or investment adviser

    Any entity that is: (A) an investment company as defined in Sec. 3 of the Investment Company Act of 1940, or is an investment adviser as defined in Sec. 202 of the Investment Advisers Act of 1940, and (B) registered with the SEC under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

11. Venture capital fund adviser

    Any investment adviser that: (A) is described in section 203(l) of the Investment Advisers Act of 1940, and (B) has filed Item 10, Schedule A, and Schedule B of Part 1A of Form ADV, or any successor thereto, with the SEC.

12. Insurance company

    Any insurance company as defined in Sec. 2 of the Investment Company Act of 1940.

13. State-licensed insurance producer

    Any entity that: (A) is an insurance producer that is authorized by a State and subject to supervision by the insurance commissioner or a similar official or agency of a State, and (B) has an operating presence at a physical office within the United States.

14. Commodity Exchange Act registered entity

    Any entity that: (A) is a registered entity as defined in Sec. 1a of the Commodity Exchange Act, or (B) is: (1) a futures commission merchant, introducing broker, swap dealer, major swap participant, commodity pool operator, or commodity trading advisor, each as defined in Sec. 1a of the Commodity Exchange Act, or a retail foreign exchange dealer as described in Sec. 2(c)(2)(B) of the Commodity Exchange Act and (2) registered with the Commodity Futures Trading Commission under the Commodity Exchange Act.

15. Accounting firm

    Any public accounting firm registered in accordance with Sec. 102 of the Sarbanes-Oxley Act of 2002.

16. Public utility

    Any entity that is a regulated public utility as defined in 26 USC 7701(a)(33)(A) that provides telecommunications services, electrical power, natural gas, or water and sewer services within the United States.

17. Financial market utility

    Any financial market utility designated by the Financial Stability Oversight Council under Sec. 804 of the Payment, Clearing, and Settlement Supervision Act of 2010.

18. Pooled investment vehicle

    Any pooled investment vehicle that is operated or advised by a person described in exemptions 3 (bank), 4 (credit union), 7 (broker or dealer in securities), 10 (investment company or investment adviser), or 11 (venture capital fund adviser).

19. Tax-exempt entity

    Any entity that is: (A) an organization that is described in Sec. 501(c) of the Internal Revenue Code of 1986 (determined without regard to Sec. 508(a) of the Code) and exempt from tax under Sec. 501(a) of the Code, except that in the case of any such organization that ceases to be described in Sec. 501(c) and exempt from tax under Sec. 501(a), such organization shall be considered to continue to be described as a tax-exempt entity for the 180- day period beginning on the date of the loss of such tax-exempt status, (B) a political organization, as defined in Sec. 527(e)(1) of the Code, that is exempt from tax under Sec. 527(a) of the Code, or (C) a trust described in paragraph (1) or (2) of Sec. 4947(a) of the Code.

20. Entity assisting a tax-exempt entity

    Any entity that: (A) operates exclusively to provide financial assistance to, or hold governance rights over, any entity described in exemption 19 above (tax-exempt entity), (B) is a United States person, (C) is beneficially owned or controlled exclusively by one or more United States persons that are United States citizens or lawfully admitted for permanent residence, and (D) derives at least a majority of its funding or revenue from one or more United States persons that are United States citizens or lawfully admitted for permanent residence.

21. Large operating company

    Any entity that: (A) employs more than 20 full time employees in the United States, with “full time employee in the United States” having the meaning provided in 26 CFR 54.4980H-1(a) and 54.4980H-3, except that the term “United States” as used in those sections of the CFR have the meaning provided in 31 CFR1010.100(hhh), (B) has an operating presence at a physical office within the United States, and (C) filed a Federal income tax or information return in the United States for the previous year demonstrating more than $5,000,000 in gross receipts or sales, as reported as gross receipts or sales (net of returns and allowances) on the entity's IRS Form 1120, consolidated IRS Form 1120, IRS Form 1120-S, IRS Form 1065, or other applicable IRS form, excluding gross receipts or sales from sources outside the United States, as determined under Federal income tax principles. For an entity that is part of an affiliated group of corporations within the meaning of 26 USC 1504 that filed a consolidated return, the applicable amount shall be the amount reported on the consolidated return for such group.

22. Subsidiary of certain exempt entities

    Any entity whose ownership interests are controlled or wholly owned, directly or indirectly, by one or more entities described in exemptions 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, or 21 set forth above.

23. Inactive entity

    Any entity that: (A) was in existence on or before January 1, 2020, (B) is not engaged in active business, (C) is not owned by a foreign person, whether directly or indirectly, wholly or partially, (D) has not experienced any change in ownership in the preceding twelve-month period, (E) has not sent or received any funds in an amount greater than $1,000, either directly or through any financial account in which the entity or any affiliate of the entity had an interest, in the preceding 12 month period, and (F) does not otherwise hold any kind or type of assets, whether in the United States or abroad, including any ownership interest in any corporation, limited liability company, or other similar entity.

BizFilings is here to help

Determining whether a beneficial ownership information report must be filed involves a two-step process. First, determine if the entity is a corporation, LLC, or other entity created by the filing of a document with a Secretary of State or similar office, or formed under the law of a foreign country and registered to do business by the filing of a document with a Secretary of State or similar office. If so, the second step is to determine if it is one of the 23 types of entities that are exempt from having to file a report.

Handle the new requirements of the Corporate Transparency Act with confidence when you use BizFilings.

BizFilings is not a law firm and cannot provide legal advice, including providing advice as to whether any specific entity will be required to file a report. BizFilings cannot provide its own interpretation of the statute or FinCEN’s final report ruling, however many of the questions can be answered by referring to the text of the final rule, sections of which have been provided where appropriate. You can also direct questions to FinCEN. The phone number of the FinCEN Regulatory Support Section is 1-800-767-2825 and you can email them at frc@fincen.gov.

Data Security and Protection

At BizFilings we understand the importance of application security in protecting your core company and beneficial owner information for reporting to FinCEN.

Design for Security

Our “design-for-security” framework and approach are an integral part of our product development lifecycle from initial conceptualize through deployment and maintenance. We seek to optimize the performance, scalability, and availability of our applications by employing a private cloud infrastructure built with redundant backup that is designed to withstand unplanned activity and maintain continuous operations. Our secure product lifecycle methodology helps safeguard our web applications from unauthorized access or other malicious activity.

Secure data storage

All data “at rest” is encrypted and decrypted using 256-bit AES encryption with RSA 2048-bit keys, one of the strongest block ciphers available, and is FIPS 140-2 compliant. All communication to the storage resources happens on an internal network where communication is encrypted using the highest supported standard with TLS 1.2 using at least AES 128 bit Cipher suits at a minimum.

End-to-end encrypted communication

All communication is encrypted using TLS 1.3 or TLS 1.2 with at least an AES 128-bit cipher depending on the capabilities of the client web browsers accessing the system. All inbound traffic is protected with an advanced Web Application Firewall which will detect and prevent malicious activities including Denial of Service attempts.

Isolated data processing

All data is being processed on isolated systems which are continuously monitored with threat detections systems to prevent malicious activity and supply chain attacks.

OIDC user authentication

The identity provider solution used in our Beneficial Ownership platform is the OpenId Connect (OIDC) authentication protocol. All credentials that are stored have their sensitive information hashed using the PBKDF2 hashing algorithm with 27500 iterations. Certain identities will be passed in through OpenID connect identity brokering and will inherit the security settings from source identity provider.

Cloud-based security monitoring

All elements of the solution are managed with a state of the art Cloud Security Platform which provides Security Posture Management, Workload Protection and Infrastructure Entitlement Management to continuously monitor, alert and resolve any potential security risk.

Learn more about how we can help you securely file your beneficial ownership information reports.

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Resources

• How to make a mobile BOI filing
• Top 5 things small businesses should know about BOI
• Beneficial ownership information reporting quiz
• File a BOI