Does My Small Business Have Beneficial Ownership Information (BOI) Reporting Requirements?

Millions of small-business owners are impacted by the Jan. 1, 2025 deadline for beneficial ownership information (BOI) reporting under the Corporate Transparency Act^[0]

Affected businesses must submit a BOI report on the Financial Crimes Enforcement Network (FinCEN) website by Jan. 1, 2025.

Wondering what action your small business needs to take? Below, we’ll review which businesses are beholden to BOI reporting, what the requirements entail and how to file a report.

Beneficial ownership information is identifying details (name, date of birth, address, passport or driver’s license number) about individuals who own or control a company. You may be a beneficial owner if you directly or indirectly exercise “substantial control” over, or own or control at least 25% interest in a business.

According to FinCEN, you may exercise substantial control over a company if you fall into any of the following categories:

• You’re a senior officer. This may include roles such as company president, CEO, chief financial officer, general counsel, chief operating officer or any other officer that performs a similar function.

• You have appointment or removal authority. This means you can appoint or remove any senior officer or a majority of the board of directors (or similar body).

• You’re an important decision-maker for the company. You direct, determine or have influence over important decisions about the company’s business, finances and structure.

FinCEN refers to businesses that need to file a beneficial ownership information report as reporting companies. Your business may be a reporting company if it’s:

• A corporation, limited liability company or other entity created by filing a document with a secretary of state or any similar office in the U.S. (or in one of its territories).

• A foreign company (including corporations and LLCs) that’s registered to do business in the U.S. through official filings.

Additionally, there are 23 types of businesses that are exempt from BOI reporting requirements, including certain publicly traded companies, many nonprofits and some financial institutions, among others^[0]

If your business qualifies as a reporting company, you’ll need to complete and submit a BOI report through the FinCEN website. As part of this report, you’ll need to provide details about your company and its beneficial owner, including:

Beneficial owners information

• Identifying number from an acceptable identification document (such as a passport or U.S. driver’s license) and name of the issuing state or jurisdiction of that document.

• Image of the document used to obtain the identifying number.

If your business was created or registered on or after Jan. 1, 2024, you’ll also need to provide information about company applicants. A company applicant is an individual who directly files (or is primarily responsible for filing) the document that creates or registers your company.

For example, if you worked with a startup lawyer to draft and submit your formation paperwork, that individual would be considered a company applicant.

You’ll need to submit the same information for company applicants as is required for beneficial owners.

The deadline for meeting the BOI reporting requirement varies based on when your business was created or registered to do business:

You submit a BOI report through FinCEN’s website. You can complete your report as a PDF or you can use FinCEN’s online system. There’s no charge to file a report through FinCEN.

If you choose to complete your report as a PDF, you’ll need access to Adobe Reader. You download the PDF BOI report file, input your information and upload the final product to the FinCEN website. If you use the online system, on the other hand, you’ll simply follow the prompts, provide your information and submit the form.

After you submit the BOI report (using either method), you’ll have the ability to download a copy and receive a confirmation of receipt. If at any time you need to make an update to or correct your report, you’ll be able to follow the same steps to submit an amended version.

You also have the option to work with a third-party service provider, such as LegalZoom or ZenBusiness to submit your beneficial ownership information report. These companies will likely charge you a fee to complete and file your report, as well as manage any changes on your behalf.