Beneficial Ownership Information Reporting

Beneficial Ownership Information (BOI) reporting is a federal disclosure requirement enforced by the Financial Crimes Enforcement Network (FinCEN). Most US LLCs and corporations must file a BOI report identifying beneficial owners (individuals who own 25%+ of the entity or exercise substantial control).

Beneficial Ownership Information (BOI) reporting is a federal disclosure requirement enforced by the Financial Crimes Enforcement Network (FinCEN). Most US LLCs and corporations must file a BOI report identifying beneficial owners (individuals who own 25%+ of the entity or exercise substantial control). The concept is foundational to US business law and tax practice. Most founders encounter beneficial ownership information reporting either at formation, during major business changes, or in connection with compliance filings.

BOI reporting was created by the Corporate Transparency Act of 2021, which passed as part of the National Defense Authorization Act. FinCEN published the final BOI rule in September 2022. Implementation began January 1, 2024 for new entities and extended through January 1, 2025 for pre-existing entities. The rule survived a 2024 court challenge with revised compliance dates.

Beneficial Ownership Information Reporting typically applies in these situations:

• At formation. Many of these concepts are decided when the entity is first created.
• During growth stages. As businesses scale, the concept may become more relevant or change in application.
• Tax planning. Most concepts in this area have direct tax implications.
• Liability and asset protection. Many of these structures exist primarily to manage legal and financial risk.
• Investor and M&A activity. Funded startups and acquisition targets need precise compliance with these concepts.

1. Research applicable rules. Beneficial Ownership Information Reporting is governed by a combination of federal (IRS, FinCEN) and state law. Verify current rules.
2. Gather required information. Most filings require entity details, identifying information, and supporting documentation.
3. Complete the form or filing. Federal filings typically go to IRS, FinCEN, or USPTO. State filings go to the Secretary of State or applicable state agency.
4. Pay any applicable fees. Federal fees vary; state fees range from free to several hundred dollars depending on filing type.
5. Maintain documentation. Keep filed copies and supporting records for at least 7 years for tax purposes.
6. Track ongoing compliance. Many concepts in this area trigger ongoing filing or reporting requirements.

• Missing deadlines. Federal and state deadlines for filings related to beneficial ownership information reporting are strict. Missing them often results in penalties.
• Incorrect classification. Many concepts have multiple sub-types that affect treatment. Get the classification right at the start.
• Inadequate documentation. When something goes wrong, documentation determines outcomes. Maintain clear records.
• Ignoring state variations. US business law varies significantly state-to-state. What's true in Delaware may differ in California.
• DIY without verification. Beneficial Ownership Information Reporting can be DIYed, but mistakes are expensive. Verify with a professional when uncertain.

Costs associated with beneficial ownership information reporting vary by type, state, and complexity. File.Business handles most beneficial ownership information reporting services as part of our compliance plans (starting at $99/yr); we pass through state and federal filing fees at cost. Compare specific cost breakdowns across all 51 jurisdictions using our cost-by-state calculators.