FinCEN has prepared the following Frequently Asked Questions (FAQs) in response to inquiries received relating to the Beneficial Ownership Information Reporting Rule.
These FAQs are explanatory only and do not supplement or modify any obligations imposed by statute or regulation. Please refer to the Beneficial Ownership Information Reporting Rule, available at www.fincen.gov/boi, for details on specific provisions. FinCEN expects to publish additional guidance in the future. Questions may be submitted on FinCEN’s Contact web page.
PDF versions of the FAQs in English and other languages are available here.
A. General Questions
A. 1. What is beneficial ownership information?
A. 3. Under the Corporate Transparency Act, who can access beneficial ownership information?
A. 4. How will companies become aware of the BOI reporting requirements?
B. Reporting Process
B. 1. Should my company report beneficial ownership information now?
B. 2. When do I need to report my company’s beneficial ownership information to FinCEN?
B. 3. When will FinCEN accept beneficial ownership information reports?
B. 4. Will there be a fee for submitting a beneficial ownership information report to FinCEN?
B. 5. How will I report my company’s beneficial ownership information?
B. 6. Where can I find the form to report?
C. Reporting Company
C. 1. What companies will be required to report beneficial ownership information to FinCEN?
C. 2. Are some companies exempt from the reporting requirement?
C. 5. Does the activity or revenue of a company determine whether it is a reporting company?
C. 6. Is a sole proprietorship a reporting company?
D. Beneficial Owner
D. 1. Who is a beneficial owner of a reporting company?
D. 2. What is substantial control?
D. 4. What is an ownership interest?
D. 5. Who qualifies for an exception from the beneficial owner definition?
D. 6. Is my accountant or lawyer considered a beneficial owner?
E. Company Applicant
E. 1. Who is a company applicant of a reporting company?
E. 2. Which reporting companies are required to report company applicants?
E. 3. Is my accountant or lawyer considered a company applicant?
F. Reporting Requirements
F. 2. What information will a reporting company have to report about itself?
F. 3. What information will a reporting company have to report about its beneficial owners?
F. 4. What information will a reporting company have to report about its company applicants?
F. 5. What are some acceptable forms of identification that will meet the reporting requirement?
F. 6. Is there a requirement to annually report beneficial ownership information?
F. 7. Does a reporting company have to report information about its parent or subsidiary companies?
F. 8. Can a reporting company report a P.O. box as its current address?
G. Initial Report
G. 1. When do I have to file an initial beneficial ownership information report with FinCEN?
G. 2. Can a parent company file a single BOI report on behalf of its group of companies?
H. Updated Report
H. 1. What should I do if previously reported information changes?
H. 2. What are some likely triggers for needing to update a beneficial ownership information report?
H. 5. Can a filer submit a late updated BOI report?
I. Corrected Report
I. 1. What should I do if I learn of an inaccuracy in a report?
J. Newly Exempt Entity Report
J. 1. What should a reporting company do if it becomes exempt after already filing a report?
K. Compliance/Enforcement
K. 2. What penalties do individuals face for violating BOI reporting requirements?
K. 3. Who can be held liable for violating BOI reporting requirements?
L. Reporting Company Exemptions
L. 5. How does a company report to FinCEN that the company is exempt?
M. FinCEN Identifier
M. 1. What is a FinCEN identifier?
M. 2. How can I use a FinCEN identifier?
M. 3. How do I request a FinCEN identifier?
M. 4. Are FinCEN identifiers required?
M. 5. Do I need to update or correct the information I submitted to obtain a FinCEN identifier?
M. 7. Who can request a FinCEN identifier on behalf of an individual?
N. Third-Party Service Providers
A. General Questions
A. 1. What is beneficial ownership information?
Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company.
[Issued March 24, 2023]
Back to topA. 2. Why do companies have to report beneficial ownership information to the U.S. Department of the Treasury?
In 2021, Congress passed the Corporate Transparency Act on a bipartisan basis. This law creates a new beneficial ownership information reporting requirement as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures.
[Issued September 18, 2023]
Back to topA. 3. Under the Corporate Transparency Act, who can access beneficial ownership information?
FinCEN will permit Federal, State, local, and Tribal officials, as well as certain foreign officials who submit a request through a U.S. Federal government agency, to obtain beneficial ownership information for authorized activities related to national security, intelligence, and law enforcement. Financial institutions will also have access to beneficial ownership information in certain circumstances, with the consent of the reporting company. Those financial institutions’ regulators will also have access to beneficial ownership information when they supervise the financial institutions.
FinCEN is developing the rules that will govern access to and handling of beneficial ownership information. Beneficial ownership information reported to FinCEN will be stored in a secure, non-public database using rigorous information security methods and controls typically used in the Federal government to protect non-classified yet sensitive information systems at the highest security level. FinCEN will work closely with those authorized to access beneficial ownership information to ensure that they understand their roles and responsibilities to ensure that the reported information is used only for authorized purposes and handled in a way that protects its security and confidentiality.
[Issued September 18, 2023]
Back to topA. 4. How will companies become aware of the BOI reporting requirements?
FinCEN is engaged in a robust outreach and education campaign to raise awareness of and help reporting companies understand the new reporting requirements. That campaign involves virtual and in-person outreach events and comprehensive guidance in a variety of formats and languages, including multimedia content and the Small Entity Compliance Guide, as well as new channels of communication, including social media platforms. FinCEN is also engaging with governmental offices at the federal and state levels, small business and trade associations, and interest groups.
FinCEN will continue to provide guidance, information, and updates related to the BOI reporting requirements on its BOI webpage, www.fincen.gov/boi. Subscribe here to receive updates via email from FinCEN about BOI reporting obligations.
[Issued December 12, 2023]
Back to topB. Reporting Process
B. 1. Should my company report beneficial ownership information now?
No. No one needs to report beneficial ownership information to FinCEN until January 1, 2024. FinCEN is currently not accepting any beneficial ownership information reports.
[Issued March 24, 2023]
Back to topB. 2. When do I need to report my company’s beneficial ownership information to FinCEN?
A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025 to file its initial beneficial ownership information report.
A reporting company created or registered on or after January 1, 2024, and before January 1, 2025, will have 90 calendar days after receiving notice of the company’s creation or registration to file its initial BOI report. This 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier.
Reporting companies created or registered on or after January 1, 2025, will have 30 calendar days from actual or public notice that the company’s creation or registration is effective to file their initial BOI reports with FinCEN.
[Updated December 1, 2023]
Back to topB. 3. When will FinCEN accept beneficial ownership information reports?
FinCEN will begin accepting beneficial ownership information reports on January 1, 2024. Beneficial ownership information reports will not be accepted before then.
[Issued March 24, 2023]
Back to topB. 4. Will there be a fee for submitting a beneficial ownership information report to FinCEN?
No. There will be no fee for submitting your beneficial ownership information report to FinCEN.
[Issued March 24, 2023]
Back to topB. 5. How will I report my company’s beneficial ownership information?
If you are required to report your company’s beneficial ownership information to FinCEN, you will do so electronically through a secure filing system available via FinCEN’s website. This system is currently being developed and will be available before your report must be filed.
[Issued March 24, 2023]
Back to topB. 6. Where can I find the form to report?
B. 7. Is a reporting company required to use an attorney or a certified public accountant (CPA) to submit beneficial ownership information to FinCEN?
No. FinCEN expects that many, if not most, reporting companies will be able to submit their beneficial ownership information to FinCEN on their own using the guidance FinCEN has issued. Reporting companies that need help meeting their reporting obligations can consult with professional service providers such as lawyers or accountants.
[Issued November 16, 2023]
Back to topB. 8. Who can file a BOI report on behalf of a reporting company, and what information will be collected on filers?
Anyone whom the reporting company authorizes to act on its behalf—such as an employee, owner, or third-party service provider—may file a BOI report on the reporting company’s behalf. When submitting the BOI report, individual filers should be prepared to provide basic contact information about themselves, including their name and email address or phone number.
[Issued December 12, 2023]
Back to topC. Reporting Company
C. 1. What companies will be required to report beneficial ownership information to FinCEN?
Companies required to report are called reporting companies. There are two types of reporting companies:
There are 23 types of entities that are exempt from the reporting requirements (see Question C.2). Carefully review the qualifying criteria before concluding that your company is exempt.
FinCEN’s Small Entity Compliance Guide for beneficial ownership information reporting includes the following flowchart to help identify if a company is a reporting company (see Chapter 1.1, “Is my company a “reporting company”?”).
[Issued September 18, 2023]
Back to topC. 2. Are some companies exempt from the reporting requirement?
Yes, 23 types of entities are exempt from the beneficial ownership information reporting requirements. These entities include publicly traded companies meeting specified requirements, many nonprofits, and certain large operating companies.
The following table summarizes the 23 exemptions:
| Exemption No. | Exemption Short Title |
|---|---|
| 1 | Securities reporting issuer |
| 2 | Governmental authority |
| 3 | Bank |
| 4 | Credit union |
| 5 | Depository institution holding company |
| 6 | Money services business |
| 7 | Broker or dealer in securities |
| 8 | Securities exchange or clearing agency |
| 9 | Other Exchange Act registered entity |
| 10 | Investment company or investment adviser |
| 11 | Venture capital fund adviser |
| 12 | Insurance company |
| 13 | State-licensed insurance producer |
| 14 | Commodity Exchange Act registered entity |
| 15 | Accounting firm |
| 16 | Public utility |
| 17 | Financial market utility |
| 18 | Pooled investment vehicle |
| 19 | Tax-exempt entity |
| 20 | Entity assisting a tax-exempt entity |
| 21 | Large operating company |
| 22 | Subsidiary of certain exempt entities |
| 23 | Inactive entity |
FinCEN’s Small Entity Compliance Guide includes this table and checklists for each of the 23 exemptions that may help determine whether a company meets an exemption (see Chapter 1.2, “Is my company exempt from the reporting requirements?”). Companies should carefully review the qualifying criteria before concluding that they are exempt. Please see additional FAQs about reporting company exemptions in “L. Reporting Company Exemptions” below.
[Issued September 18, 2023]
Back to topC. 3. Are certain corporate entities, such as statutory trusts, business trusts, or foundations, reporting companies?
It depends. A domestic entity such as a statutory trust, business trust, or foundation is a reporting company only if it was created by the filing of a document with a secretary of state or similar office. Likewise, a foreign entity is a reporting company only if it filed a document with a secretary of state or a similar office to register to do business in the United States.
State laws vary on whether certain entity types, such as trusts, require the filing of a document with the secretary of state or similar office to be created or registered.
Similarly, not all states require foreign entities to register by filing a document with a secretary of state or a similar office to do business in the state.
Entities should also consider if any exemptions to the reporting requirements apply to them. For example, a foundation may not be required to report beneficial ownership information to FinCEN if the foundation qualifies for the tax-exempt entity exemption.
Chapter 1 of FinCEN’s Small Entity Compliance Guide (“Does my company have to report its beneficial owners?”) may assist companies in identifying whether they need to report.
[Issued November 16, 2023]
Back to topC. 4. Is a trust considered a reporting company if it registers with a court of law for the purpose of establishing the court’s jurisdiction over any disputes involving the trust?
No. The registration of a trust with a court of law merely to establish the court’s jurisdiction over any disputes involving the trust does not make the trust a reporting company.
[Issued November 16, 2023]
Back to topC. 5. Does the activity or revenue of a company determine whether it is a reporting company?
Sometimes. A reporting company is (1) any corporation, limited liability company, or other similar entity that was created in the United States by the filing of a document with a secretary of state or similar office (in which case it is a domestic reporting company), or any legal entity that has been registered to do business in the United States by the filing of a document with a secretary of state or similar office (in which case it is a foreign reporting company), that (2) does not qualify for any of the exemptions provided under the Corporate Transparency Act. An entity’s activities and revenue, along with other factors in some cases, can qualify it for one of those exemptions. For example, there is an exemption for certain inactive entities, and another for any company that reported more than $5 million in gross receipts or sales in the previous year and satisfies other exemption criteria. Neither engaging solely in passive activities like holding rental properties, for example, nor being unprofitable necessarily exempts an entity from the BOI reporting requirements.
FinCEN’s Small Entity Compliance Guide provides additional information concerning exemptions in Chapter 1.2, “Is my company exempt from the reporting requirements?”
[Issued December 12, 2023]
Back to topC. 6. Is a sole proprietorship a reporting company?
No, unless a sole proprietorship was created (or, if a foreign sole proprietorship, registered to do business) in the United States by filing a document with a secretary of state or similar office. An entity is a reporting company only if it was created (or, if a foreign company, registered to do business) in the United States by filing such a document. Filing a document with a government agency to obtain (1) an IRS employer identification number, (2) a fictitious business name, or (3) a professional or occupational license does not create a new entity, and therefore does not make a sole proprietorship filing such a document a reporting company.
[Issued December 12, 2023]
Back to topD. Beneficial Owner
D. 1. Who is a beneficial owner of a reporting company?
A beneficial owner is an individual who either directly or indirectly: (1) exercises substantial control (see Question D.2) over the reporting company, or (2) owns or controls at least 25% of the reporting company’s ownership interests (see Question D.4).
FinCEN’s Small Entity Compliance Guide provides checklists and examples that may assist in identifying beneficial owners (see Chapter 2.3 “What steps can I take to identify my company’s beneficial owners?”).
[Issued September 18, 2023]
Back to topD. 2. What is substantial control?
An individual can exercise substantial control over a reporting company in four different ways. If the individual falls into any of the categories below, the individual is exercising substantial control:
[Issued September 18, 2023]
Back to topD. 3. One of the indicators of substantial control is that the individual is an important decision-maker. What are important decisions?
Important decisions include decisions about a reporting company’s business, finances, and structure. An individual that directs, determines, or has substantial influence over these important decisions exercises substantial control over a reporting company. Chapter 2.1, “What is substantial control?” of FinCEN’s Small Entity Compliance Guide provides the following information:
[Issued September 18, 2023]
Back to topD. 4. What is an ownership interest?
An ownership interest is generally an arrangement that establishes ownership rights in the reporting company. Examples of ownership interests include shares of equity, stock, voting rights, or any other mechanism used to establish ownership.
Chapter 2.2, “What is ownership interest?” of FinCEN’s Small Entity Compliance Guide discusses ownership interests and sets out steps to assist in determining the percentage of ownership interests held by an individual.
[Issued September 18, 2023]
Back to topD. 5. Who qualifies for an exception from the beneficial owner definition?
There are five instances in which an individual who would otherwise be a beneficial owner of a reporting company qualifies for an exception. In those cases, the reporting company does not have to report that individual as a beneficial owner to FinCEN.
FinCEN’s Small Entity Compliance Guide includes a checklist to help determine whether any exceptions apply to individuals who might otherwise qualify as beneficial owners (see Chapter 2.4. “Who qualifies for an exception from the beneficial owner definition?”).
[Issued September 18, 2023]
Back to topD. 6. Is my accountant or lawyer considered a beneficial owner?
Accountants and lawyers generally do not qualify as beneficial owners, but that may depend on the work being performed.
Accountants and lawyers who provide general accounting or legal services are not considered beneficial owners because ordinary, arms-length advisory or other third-party professional services to a reporting company are not considered to be “substantial control” (see Question D.2). In addition, a lawyer or accountant who is designated as an agent of the reporting company may qualify for the “nominee, intermediary, custodian, or agent” exception from the beneficial owner definition.
However, an individual who holds the position of general counsel in a reporting company is a “senior officer” of that company and is therefore a beneficial owner. FinCEN’s Small Entity Compliance Guide includes a checklist to help determine whether an individual qualifies for an exception to the beneficial owner definition (see Chapter 2.4, “Who qualifies for an exception from the beneficial owner definition?”).
[Updated November 16, 2023]
Back to topD. 7. What information should a reporting company report about a beneficial owner who holds their ownership interests in the reporting company through multiple exempt entities?
If a beneficial owner owns or controls their ownership interests in a reporting company exclusively through multiple exempt entities, then the names of all of those exempt entities may be reported to FinCEN instead of the individual beneficial owner’s information.
FinCEN’s Small Entity Compliance Guide includes more information about this special reporting rule in Chapter 4.2, “What do I report if a special reporting rule applies to my company?”
[Issued September 29, 2023]
Back to topD. 8. Is an unaffiliated company that provides a service to the reporting company by managing its day-to-day operations, but does not make decisions on important matters, a beneficial owner of the reporting company?
The unaffiliated company itself cannot be a beneficial owner of the reporting company because a beneficial owner must be an individual. Any individuals that exercise substantial control over the reporting company through the unaffiliated company must be reported as beneficial owners of the reporting company. However, individuals who do not direct, determine, or have substantial influence over important decisions made by the reporting company, and do not otherwise exercise substantial control, may not be beneficial owners of the reporting company.
Please see Chapter 2.1 of FinCEN’s Small Entity Compliance Guide, “What is substantial control?” for additional information on how to determine whether an individual has substantial control over a reporting company.
[Issued September 29, 2023]
Back to topD. 9. Is a member of a reporting company’s board of directors always a beneficial owner of the reporting company?
No. A beneficial owner of a company is any individual who, directly or indirectly, exercises substantial control over a reporting company, or who owns or controls at least 25 percent of the ownership interests of a reporting company.
Whether a particular director meets any of these criteria is a question that the reporting company must consider on a director-by-director basis.
FinCEN’s Small Entity Compliance Guide includes additional information on how to determine if an individual qualifies as a beneficial owner in Chapter 2, “Who is a beneficial owner of my company?”. This chapter includes separate sections with more information about substantial control and ownership interest: Chapter 2.1 “What is substantial control?” and Chapter 2.2 “What is ownership interest?”
[Issued September 29, 2023]
Back to topD. 10. Is a reporting company’s designated “partnership representative” or “tax matters partner” a beneficial owner?
It depends. A reporting company’s “partnership representative,” as defined in 26 U.S.C. 6223, or “tax matters partner,” as the term was previously defined in now-repealed 26 U.S.C. 6231(a)(7), is not automatically a beneficial owner of the reporting company. However, such an individual may qualify as a beneficial owner of the reporting company if the individual exercises substantial control over the reporting company, or owns or controls at least 25 percent of the company’s ownership interests.
Chapter 2 of FinCEN’s Small Entity Compliance Guide (“Who is a beneficial owner of my company?”) has additional information on how to determine if an individual qualifies as a beneficial owner of a reporting company.
Note that a “partnership representative” or “tax matters partner” serving in the role of a designated agent of the reporting company may qualify for the “nominee, intermediary, custodian, or agent” exception from the beneficial owner definition.
FinCEN’s Small Entity Compliance Guide includes additional information on such exemptions in Chapter 2.4, “Who qualifies for an exception from the beneficial owner definition?”
[Issued November 16, 2023]
Back to topE. Company Applicant
E. 1. Who is a company applicant of a reporting company?
Only reporting companies created or registered on or after January 1, 2024, will need to report their company applicants.
A company that must report its company applicants will have only up to two individuals who could qualify as company applicants:
The following flowchart can help identify the company applicant.
In addition, Chapter 3.2, “Who is a company applicant of my company?” of FinCEN’s Small Entity Compliance Guide includes additional information to help identify company applicants.
[Issued September 18, 2023]
Back to topE. 2. Which reporting companies are required to report company applicants?
Not all reporting companies have to report their company applicants to FinCEN.
A reporting company must report its company applicants only if it is either a:
A reporting company does not have to report its company applicants if it is either a:
Below is summary of the company applicant reporting requirement. Chapter 3.1, “Is my company required to report its company applicants?” of FinCEN’s Small Entity Compliance Guide includes additional information.
[Issued September 18, 2023]
Back to topE. 3. Is my accountant or lawyer considered a company applicant?
An accountant or lawyer could be a company applicant, depending on their role in filing the document that creates or registers a reporting company. In many cases, company applicants may work for a business formation service or law firm.
An accountant or lawyer may be a company applicant if they directly filed the document that created or registered the reporting company. If more than one person is involved in the filing of the creation or registration document, an accountant or lawyer may be a company applicant if they are primarily responsible for directing or controlling the filing.
For example, an attorney at a law firm that offers business formation services may be primarily responsible for overseeing preparation and filing of a reporting company’s incorporation documents. A paralegal at the law firm may directly file the incorporation documents at the attorney’s request. Under those circumstances, the attorney and the paralegal are both company applicants for the reporting company.
[Issued September 18, 2023]
Back to topE. 4. Can a company applicant be removed from a BOI report if the company applicant no longer has a relationship with the reporting company?
No. A company applicant may not be removed from a BOI report even if the company applicant no longer has a relationship with the reporting company. A reporting company created on or after January 1, 2024, is required to report company applicant information in its initial BOI report, but is not required to file an updated BOI report if information about a company applicant changes.
[Issued November 16, 2023]
Back to topF. Reporting Requirements
F. 1. Will a reporting company need to report any other information in addition to information about its beneficial owners?
Yes. The information that needs to be reported, however, depends on when the company was created or registered.
[Issued March 24, 2023]
Back to topF. 2. What information will a reporting company have to report about itself?
A reporting company will have to report:
A reporting company will also have to indicate whether it is filing an initial report, or a correction or an update of a prior report.
FinCEN’s Small Entity Compliance Guide includes a checklist to help identify the information required to be reported (see Chapter 4.1, “What information should I collect about my company, its beneficial owners, and its company applicants?”).
[Issued September 18, 2023]
Back to topF. 3. What information will a reporting company have to report about its beneficial owners?
For each individual who is a beneficial owner, a reporting company will have to provide:
The reporting company will also have to report an image of the identification document used to obtain the identifying number in item 4.
FinCEN’s Small Entity Compliance Guide includes a checklist to help identify the information required to be reported (see Chapter 4.1, “What information should I collect about my company, its beneficial owners, and its company applicants?”).
[Issued September 18, 2023]
Back to topF. 4. What information will a reporting company have to report about its company applicants?
For each individual who is a company applicant, a reporting company will have to provide:
The reporting company will also have to report an image of the identification document used to obtain the identifying number in item 4.
If the company applicant works in corporate formation—for example, as an attorney or corporate formation agent—then the reporting company must report the company applicant’s business address. Otherwise, the reporting company must report the company applicant’s residential address.
FinCEN’s Small Entity Compliance Guide includes a checklist to help identify the information required to be reported (see Chapter 4.1, “What information should I collect about my company, its beneficial owners, and its company applicants?”).
[Issued September 18, 2023]
Back to topF. 5. What are some acceptable forms of identification that will meet the reporting requirement?
The only acceptable forms of identification are:
[Issued September 18, 2023]
Back to topF. 6. Is there a requirement to annually report beneficial ownership information?
No. There is no annual reporting requirement. Reporting companies must file an initial BOI report and updated or corrected BOI reports as needed.
FinCEN’s Small Entity Compliance Guide includes more information about when to file initial BOI reports in Chapter 5.1, “When should my company file its initial BOI report?” and when to file updated and corrected BOI reports in Chapter 6, “What if there are changes to or inaccuracies in reported information?”
[Issued November 16, 2023]
Back to topF. 7. Does a reporting company have to report information about its parent or subsidiary companies?
No, though if a special reporting rule applies, the reporting company may report a parent company’s name instead of beneficial ownership information. A reporting company usually must report information about itself, its beneficial owners, and, for reporting companies created or registered on or after January 1, 2024, its company applicants. However, under a special reporting rule, a reporting company may report a parent company’s name in lieu of information about its beneficial owners if its beneficial owners only hold their ownership interest in the reporting company through the parent company and the parent company is an exempt entity.
Chapter 4 of FinCEN’s Small Entity Compliance Guide (“What specific information does my company need to report?”) provides additional information on what must be reported to FinCEN. Chapter 4.2 (“What do I report if a special reporting rule applies to my company?”) specifically provides details on what information must be reported pursuant to special reporting rules.
[Issued December 12, 2023]
Back to topF. 8. Can a reporting company report a P.O. box as its current address?
No. The reporting company address must be a U.S. street address and cannot be a P.O. box.
FinCEN’s Small Entity Compliance Guide includes additional information on what must be reported in Chapter 4, “What specific information does my company need to report?”
[Issued December 12, 2023]
Back to topF. 9. Have I met FinCEN’s BOI reporting obligation if I filed a form or report that provides beneficial ownership information to a state office, a financial institution, or the IRS?
No. Reporting companies must report beneficial ownership information directly to FinCEN. Congress enacted a law, the Corporate Transparency Act, that requires the reporting of beneficial ownership information directly to FinCEN. State or local governments, financial institutions, and other federal agencies, such as the IRS, may separately require entities to report certain beneficial ownership information. However, by law, those requirements are not a substitute for reporting beneficial ownership information to FinCEN.
[Issued December 12, 2023]
Back to topG. Initial Report
G. 1. When do I have to file an initial beneficial ownership information report with FinCEN?
If your company existed before January 1, 2024, it must file its initial beneficial ownership information report by January 1, 2025.
If your company was created or registered on or after January 1, 2024, and before January 1, 2025, then it must file its initial beneficial ownership information report within 90 calendar days after receiving actual or public notice that its creation or registration is effective. Specifically, this 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier.
If your company was created or registered on or after January 1, 2025, it must file its initial beneficial ownership information report within 30 calendar days after receiving actual or public notice that its creation or registration is effective. The following sets out the initial report timelines. .
Chapter 5.1 “When should my company file its initial BOI report?” of FinCEN’s Small Entity Compliance Guide has additional information about the reporting timelines.
[Updated December 1, 2023]
Back to topG. 2. Can a parent company file a single BOI report on behalf of its group of companies?
No. Any company that meets the definition of a reporting company and is not exempt is required to file its own BOI report.
[Issued September 29, 2023]
Back to topG. 3. How can I obtain a Taxpayer Identification Number (TIN) for a new company within 30 days so that I can file an initial beneficial ownership information report on time?
The Internal Revenue Service (IRS) offers a free online application for an Employer Identification Number (EIN), a type of TIN, which is provided immediately upon submission of the application. For more information on TINs, see “Taxpayer Identification Numbers (TIN)” on the IRS.gov website. For more information on Employer Identification Numbers and to access the EIN online application, see “Apply for an Employer Identification Number (EIN) Online” on the IRS.gov website.
A paper filing is required if a foreign person that does not have an Individual Taxpayer Identification Number (ITIN) applies for an EIN. According to the IRS, receiving an EIN through this process could take six to eight weeks. If you are a foreign person that may need to obtain an EIN for a reporting company, we recommend applying early for an ITIN. Foreign reporting companies that are not subject to U.S. corporate income tax may report a foreign tax identification number and the name of the relevant jurisdiction instead of an EIN or TIN.
[Issued November 16, 2023]
Back to topG. 4. Should an initial BOI report include historical beneficial owners of a reporting company, or only beneficial owners as of the time of filing?
An initial BOI report should only include the beneficial owners as of the time of the filing. Reporting companies should notify FinCEN of changes to beneficial owners and related BOI through updated reports.
FinCEN’s Small Entity Compliance Guide includes more information about when to file updated or corrected BOI reports in Chapter 6, “What if there are changes to or inaccuracies in reported information?”
[Issued November 16, 2023]
Back to topG. 5. How does a company created or registered after January 1, 2024, determine its date of creation or registration?
The date of creation or registration for a reporting company is the earlier of the date on which: (1) the reporting company receives actual notice that its creation (or registration) has become effective; or (2) a secretary of state or similar office first provides public notice, such as through a publicly accessible registry, that the domestic reporting company has been created or the foreign reporting company has been registered.
FinCEN recognizes that there are varying state filing practices. In certain states, automated systems provide notice of creation or registration to newly created or registered companies. In other states, no actual notice of creation or registration is provided, and newly created companies receive notice through the public posting of state records. FinCEN believes that individuals who create or register reporting companies will likely stay apprised of creation or registration notices or publications, given those individuals’ interest in establishing an operating business or engaging in the activity for which the reporting company is created.
[Issued December 12, 2023]
Back to topH. Updated Report
H. 1. What should I do if previously reported information changes?
If there is any change to the required information about your company or its beneficial owners in a beneficial ownership information report that your company filed, your company must file an updated report no later than 30 days after the date of the change.
A reporting company is not required to file an updated report for any changes to previously reported information about a company applicant.
The following infographic sets out updated reports timelines.
Chapter 6.1, “What should I do if previously reported information changes?” of FinCEN’s Small Entity Compliance Guide provides additional information.
[Issued September 18, 2023]
Back to topH. 2. What are some likely triggers for needing to update a beneficial ownership information report?
The following are some examples of the changes that would require an updated beneficial ownership information report:
FinCEN’s Small Entity Compliance Guide provides additional guidance on triggers requiring an updated beneficial ownership information report (see Chapter 6.1 “What should I do if previously reported information changes?”).
[Issued September 18, 2023]
Back to topH. 3. Is an updated BOI report required when the type of ownership interest a beneficial owner has in a reporting company changes?
No. A change to the type of ownership interest a beneficial owner has in a reporting company—for example, a conversion of preferred shares to common stock—does not require the reporting company to file an updated BOI report because FinCEN does not require companies to report the type of interest. Updated BOI reports are required when information reported to FinCEN about the reporting company or its beneficial owners changes.
FinCEN’s Small Entity Compliance Guide includes additional information on when and how reporting companies must update information in Chapter 6, “What if there are changes to or inaccuracies in reported information?”
[Issued December 12, 2023]
Back to topH. 4. If a reporting company needs to update one piece of information on a BOI report, such as its legal name, does the reporting company have to fill out an entire new BOI report?
Updated BOI reports will require all fields to be submitted, including the updated pieces of information. For example, if a reporting company changes its legal name, the reporting company will need to file an updated BOI report to include the new legal name and the previously reported, unchanged information about the company, its beneficial owners, and, if required, its company applicants.
A reporting company that filed its prior BOI report using the fillable PDF version may update its saved copy and resubmit to FinCEN. If a reporting company used FinCEN’s web-based application to submit the previous BOI report, it will need to submit a new report in its entirety by either accessing FinCEN’s web-based application to complete and file the BOI report, or by using the PDF option to complete the BOI report and upload to the BOI e-Filing application.
[Issued December 12, 2023]
Back to topH. 5. Can a filer submit a late updated BOI report?
An updated BOI report can be submitted to FinCEN at any time. However, the reporting company is responsible for ensuring that updates are filed within 30 days of a change occurring. If a reporting company has engaged a third-party service provider to file BOI reports and updates on its behalf, then it should communicate any changes to its beneficial ownership information to the third-party service provider with enough time to meet the 30-day deadline.
[Issued December 12, 2023]
Back to topH. 6. If a reporting company last filed a “newly exempt entity” BOI report but subsequently loses its exempt status, what should it do?
A reporting company should file an updated BOI report with FinCEN with the company’s current beneficial ownership information when it determines it no longer qualifies for an exemption.
[Issued December 12, 2023]
Back to topI. Corrected Report
I. 1. What should I do if I learn of an inaccuracy in a report?
If a beneficial ownership information report is inaccurate, your company must correct it no later than 30 days after the date your company became aware of the inaccuracy or had reason to know of it. This includes any inaccuracy in the required information provided about your company, its beneficial owners, or its company applicants. The following infographic sets out the corrected report timelines.
Chapter 6.2, “What should I do if I learn of an inaccuracy in a report?” of FinCEN’s Small Entity Compliance Guide includes additional information about correcting inaccurate beneficial ownership information reports filed with FinCEN.
[Updated September 29, 2023]
Back to topJ. Newly Exempt Entity Report
J. 1. What should a reporting company do if it becomes exempt after already filing a report?
If a reporting company filed a beneficial ownership information report but then becomes exempt from filing the report, the company should file an updated report indicating that it is no longer a reporting company. An updated BOI report for a newly exempt entity will only require that: (1) the entity identify itself; and (2) check a box noting its newly exempt status. Chapter 6.3, “What should my company do if it becomes exempt after already filing a report?” of FinCEN’s Small Entity Compliance Guide includes more information.
[Issued September 18, 2023]
Back to topK. Compliance/Enforcement
K. 1. What happens if a reporting company does not report beneficial ownership information to FinCEN or fails to update or correct the information within the required timeframe?
FinCEN is working hard to ensure that reporting companies are aware of their obligations to report, update, and correct beneficial ownership information. FinCEN understands this is a new requirement. If you correct a mistake or omission within 90 days of the deadline for the original report, you may avoid being penalized. However, you could face civil and criminal penalties if you disregard your beneficial ownership information reporting obligations.
FinCEN’s Small Entity Compliance Guide provides more information about enforcement of the requirement (see Chapter 1.3, “What happens if my company does not report BOI in the required timeframe?”).
[Issued September 18, 2023]
Back to topK. 2. What penalties do individuals face for violating BOI reporting requirements?
As specified in the Corporate Transparency Act, 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. Potential violations include willfully failing to file a beneficial ownership information report, willfully filing false beneficial ownership information, or willfully failing to correct or update previously reported beneficial ownership information.
[Issued December 12, 2023]
Back to topK. 3. Who can be held liable for violating BOI reporting requirements?
Both individuals and corporate entities can be held liable for willful violations. This can include not only an individual who actually files (or attempts to file) false information with FinCEN, but also anyone who willfully provides the filer with false information to report. Both individuals and corporate entities may also be liable for willfully failing to report complete or updated beneficial ownership information; in such circumstances, individuals can be held liable if they either cause the failure or are a senior officer at the company at the time of the failure.
[Issued December 12, 2023]
Back to topK. 4. Is a reporting company responsible for ensuring the accuracy of the information that it reports to FinCEN, even if the reporting company obtains that information from another party?
Yes. It is the responsibility of the reporting company to identify its beneficial owners and company applicants, and to report those individuals to FinCEN. At the time the filing is made, each reporting company is required to certify that its report or application is true, correct, and complete. Accordingly, FinCEN expects that reporting companies will take care to verify the information they receive from their beneficial owners and company applicants before reporting it to FinCEN.
[Issued December 12, 2023]
Back to topK. 5. What should a reporting company do if a beneficial owner or company applicant withholds information?
While FinCEN recognizes that much of the information required to be reported about beneficial owners and company applicants will be provided to reporting companies by those individuals, reporting companies are responsible for ensuring that they submit complete and accurate beneficial ownership information to FinCEN. Starting January 1, 2024, reporting companies will have a legal requirement to report beneficial ownership information to FinCEN.
Existing reporting companies should engage with their beneficial owners to advise them of this requirement, obtain required information, and revise or consider putting in place mechanisms to ensure that beneficial owners will keep reporting companies apprised of changes in reported information, if necessary. Beneficial owners and company applicants should also be aware that they may face penalties if they willfully cause a reporting company to fail to report complete or updated beneficial ownership information.
Persons considering creating or registering legal entities that will be reporting companies should take steps to ensure that they have access to the beneficial ownership information required to be reported to FinCEN, and that they have mechanisms in place to ensure that the reporting company is kept apprised of changes in that information.
[Issued December 12, 2023]
Back to topL. Reporting Company Exemptions
L. 1. What are the criteria for the tax-exempt entity exemption from the beneficial ownership information reporting requirement?
An entity qualifies for the tax-exempt entity exemption if any of the following four criteria apply:
| (1) The entity is an organization that is described in section 501(c) of the Internal Revenue Code of 1986 (Code) (determined without regard to section 508(a) of the Code) and exempt from tax under section 501(a) of the Code. |
| (2) The entity is an organization that is described in section 501(c) of the Code, and was exempt from tax under section 501(a) of the Code, but lost its tax-exempt status less than 180 days ago. |
| (3) The entity is a political organization, as defined in section 527(e)(1) of the Code, that is exempt from tax under section 527(a) of the Code. |
| (4) The entity is a trust described in paragraph (1) or (2) of section 4947(a) of the Code. |
FinCEN’s Small Entity Compliance Guide includes checklists for this exemption (see exemption #19) and for the additional exemptions to the reporting requirements (see Chapter 1.2, “Is my company exempt from the reporting requirements?”).
[Issued September 18, 2023]
Back to topL. 2. What are the criteria for the inactive entity exemption from the beneficial ownership information reporting requirement?
An entity qualifies for the inactive entity exemption if all six of the following criteria apply:
| (1) The entity was in existence on or before January 1, 2020. |
| (2) The entity is not engaged in active business. |
| (3) The entity is not owned by a foreign person, whether directly or indirectly, wholly or partially. “Foreign person” means a person who is not a United States person. A United States person is defined in section 7701(a)(30) of the Internal Revenue Code of 1986 as a citizen or resident of the United States, domestic partnership and corporation, and other estates and trusts. |
| (4) The entity has not experienced any change in ownership in the preceding twelve-month period. |
| (5) The entity 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 twelve-month period. |
| (6) The entity 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. |
FinCEN’s Small Entity Compliance Guide includes checklists for this exemption (see exemption #23) and for the additional exemptions to the reporting requirements (see Chapter 1.2, “Is my company exempt from the reporting requirements?”).
[Issued September 18, 2023]
Back to topL. 3. What are the criteria for the subsidiary exemption from the beneficial ownership information reporting requirement?
Subsidiaries of certain types of entities that are exempt from the beneficial ownership information reporting requirements may also be exempt from the reporting requirement.
An entity qualifies for the subsidiary exemption if the following applies:
The entity’s ownership interests are controlled or wholly owned, directly or indirectly, by any of these types of exempt entities:
FinCEN’s Small Entity Compliance Guide includes definitions of the exempt entities listed above and a checklist for this exemption (see exemption #22). FinCEN’s Guide also includes checklists for the additional exemptions to the reporting requirements (see Chapter 1.2, “Is my company exempt from the reporting requirements?”).
[Issued September 18, 2023]
Back to topL. 4. If I own a group of related companies, can I consolidate employees across those companies to meet the criteria of a large operating company exemption from the reporting company definition?
No. The large operating company exemption requires that the entity itself employ more than 20 full-time employees in the United States and does not permit consolidation of this employee count across multiple entities.
FinCEN’s Small Entity Compliance Guide includes a checklist for this exemption (see exemption #21).
[Issued November 16, 2023]
Back to topL. 5. How does a company report to FinCEN that the company is exempt?
A company does not need to report to FinCEN that it is exempt from the BOI reporting requirements if it has always been exempt.
If a company filed a BOI report and later qualifies for an exemption, that company should file an updated BOI report to indicate that it is newly exempt from the reporting requirements. Updated BOI reports are filed electronically though the secure filing system. An updated BOI report for a newly exempt entity will only require that the entity: (1) identify itself; and (2) check a box noting its newly exempt status.
[Issued November 16, 2023]
Back to topM. FinCEN Identifier
M. 1. What is a FinCEN identifier?
A “FinCEN identifier” is a unique identifying number that FinCEN will issue to an individual or reporting company upon request after the individual or reporting company provides certain information to FinCEN. An individual or reporting company may only receive one FinCEN identifier.
FinCEN’s Small Entity Compliance Guide includes additional information on FinCEN identifiers in Chapter 4.3, “What is a FinCEN identifier and how can I use it?”
[Issued September 29, 2023]
Back to topM. 2. How can I use a FinCEN identifier?
When an individual who is a beneficial owner or company applicant has obtained a FinCEN identifier, reporting companies may report the FinCEN identifier of that individual in the place of that individual’s otherwise required personal information on a beneficial ownership information report.
The use of FinCEN identifiers obtained by reporting companies is the subject of ongoing rulemaking. FinCEN anticipates providing additional guidance when that rulemaking is finalized.
[Issued September 29, 2023]
Back to topM. 3. How do I request a FinCEN identifier?
Individuals will be able to request a FinCEN identifier on or after January 1, 2024, by completing an electronic web form. Individuals will need to provide their full legal name, date of birth, address, unique identifying number and issuing jurisdiction from an acceptable identification document, and an image of the identification document. After an individual submits this information, the individual will immediately receive a FinCEN identifier unique to that individual.
Reporting companies may request a FinCEN identifier by checking a box on the beneficial ownership information report when they submit the report. After the reporting company submits the report, the reporting company will immediately receive a FinCEN identifier unique to that company. If a reporting company wishes to request a FinCEN identifier after submitting its initial beneficial ownership report, it may submit an updated beneficial ownership information report requesting a FinCEN identifier, even if the company does not otherwise need to update its information.
[Issued September 29, 2023]
Back to topM. 4. Are FinCEN identifiers required?
No. An individual or reporting company is not required to obtain a FinCEN identifier.
[Issued September 29, 2023]
Back to topM. 5. Do I need to update or correct the information I submitted to obtain a FinCEN identifier?
Yes. Individuals must update or correct information through the FinCEN identifier application that is also used to request a FinCEN identifier.
Reporting companies with a FinCEN identifier must update or correct the company’s information by filing an updated or corrected beneficial ownership information report, as appropriate.
[Issued September 29, 2023]
Back to topM. 6. Is there any way to deactivate an individual’s FinCEN identifier that is no longer in use so that the individual no longer has to update the information associated with it?
FinCEN is actively assessing options to allow individuals to deactivate a FinCEN identifier so that they do not need to update the underlying personal information on an ongoing basis. FinCEN will provide additional guidance on this functionality upon completion of that process.
[Issued September 29, 2023]
Back to topM. 7. Who can request a FinCEN identifier on behalf of an individual?
Anyone authorized to act on behalf of an individual may request a FinCEN identifier on the individual’s behalf on or after January 1, 2024.
FinCEN identifiers for individuals are provided upon request after the requesting party has submitted the necessary information. Obtaining a FinCEN identifier for an individual requires the requesting party to create a Login.gov account, which is tied to the individual receiving the FinCEN identifier. Individuals who receive a FinCEN identifier should ensure their login credentials, including email address and related multi-factor information associated with their Login.gov account, are saved for future reference.
FinCEN’s Small Entity Compliance Guide includes additional information on the FinCEN identifier in Chapter 4.3 “What is a FinCEN identifier and how can I use it?”
[Issued December 12, 2023]
Back to topN. Third-Party Service Providers
N. 1. Can a third-party service provider assist reporting companies by submitting required information to FinCEN on their behalf?
Yes. Reporting companies may use third-party service providers to submit beneficial ownership information reports. Third-party service providers will have the ability to submit the reports via FinCEN’s E-Filing system and/or an Application Programming Interface (API). Technical specifications for the API will be made available at a later date.
[Issued September 29, 2023]
Back to topN. 2. What type of evidence will a reporting company receive as confirmation that its BOI report has been successfully filed by a third-party service provider?
The BOI E-Filing application, available beginning January 1, 2024, provides acknowledgement of submission success or failure, and the submitter will be able to download a transcript of the BOI report. The reporting company will need to obtain this confirmation from the third-party service provider.
[Issued December 12, 2023]
Back to topN. 3. Will a third-party service provider be able to submit multiple BOI reports to FinCEN at the same time?
Yes. Third-party service providers will be able to submit multiple BOI reports through an Application Programming Interface (API).
[Issued December 12, 2023]
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