How to File a Beneficial Ownership Report: Deadlines and Penalties

You file a beneficial ownership report through FinCEN’s free BOI E-Filing system at boiefiling.fincen.gov, but before you start, confirm you still have to file at all. A March 2025 interim final rule removed every U.S.-formed entity from the reporting requirement. Today, only companies formed under the law of a foreign country and registered to do business in a U.S. state or tribal jurisdiction must submit a BOI report, and only about their non-U.S. beneficial owners.¹ If that describes your company, this article walks through how to file a beneficial ownership report step by step.

Do You Still Have to File

The Corporate Transparency Act, codified at 31 U.S.C. 5336, originally applied to both domestic and foreign entities.² On March 26, 2025, FinCEN published an interim final rule that redefined “reporting company” to mean only an entity formed under the law of a foreign country and registered to do business in a U.S. state or tribal jurisdiction by filing with a secretary of state or similar office.³

If your company was formed in any U.S. state or tribal jurisdiction — corporation, LLC, or otherwise — you do not need to file, and you do not need to update or correct any report you may have filed under the earlier rule.⁴

U.S. persons are also exempt from being reported as beneficial owners, even when the reporting company is foreign. A foreign company whose beneficial owners are all U.S. persons has no beneficial owners to report. In practice, the filing obligation now sits with foreign-formed, U.S.-registered companies that have at least one non-U.S. beneficial owner.

Even within that group, 23 exemption categories can take a company out of the requirement.⁵ Two come up most often:

Large operating company: more than 20 full-time U.S. employees, a federal tax return for the prior year showing more than $5,000,000 in gross receipts or sales (excluding foreign sources), and a physical U.S. operating presence.
Inactive entity: existed on or before January 1, 2020, not engaged in active business, not owned directly or indirectly by a foreign person, no ownership changes in the past 12 months, no more than $1,000 sent or received in the past 12 months, and no assets of any kind.

Other exempt categories include SEC-reporting companies, banks, credit unions, insurance companies, public utilities, and certain tax-exempt organizations. FinCEN’s Small Entity Compliance Guide sets out the qualifying criteria for each.

What Information to Gather Before Filing

A BOI report collects two sets of information: about the reporting company and about each beneficial owner. For the company, you will need:⁶

Full legal name
Any trade names or “doing business as” names
Current street address of the principal place of business in the United States
Jurisdiction of formation (the foreign country) and the U.S. state or tribal jurisdiction where the company first registered
Taxpayer Identification Number — an EIN, SSN, or ITIN; if the company has no U.S. TIN, a foreign tax ID number and the name of the issuing jurisdiction

For each non-U.S. beneficial owner, gather four items:⁷

Full legal name
Date of birth
Current residential address
A unique identifying number from a valid ID document, plus a clear image of that document

Acceptable ID documents are a non-expired U.S. passport, a state-issued driver’s license, or a state, local, or tribal government-issued identification card. A foreign passport is acceptable only if none of the others is available.

If your entity registered to do business in the United States on or after March 26, 2025, you also need to report company applicant information — the same four items for the individual or individuals who filed the U.S. registration documents.³ Company applicants may use a business address if the filing was part of their professional work.

How to Identify a Beneficial Owner

A beneficial owner is any individual who either exercises substantial control over the company or owns or controls at least 25 percent of its ownership interests.⁷ The two tests are independent. A CEO with no equity qualifies because of control; a passive investor holding 30 percent qualifies because of ownership.

An individual exercises substantial control if any one of these is true:⁵

They are a senior officer, such as president, CEO, CFO, or general counsel
They can appoint or remove certain officers or a majority of the board
They are an important decision-maker for the company
They have any other form of substantial control

A minor child is not reported as a beneficial owner. Instead, the company reports the required information for a parent or legal guardian and indicates the entry relates to a parent or guardian of a minor. When the child reaches the age of majority, the company must file an updated report.⁸

Using a FinCEN Identifier

A FinCEN Identifier is an optional unique number FinCEN issues to an individual. Once someone has a FinCEN ID, a reporting company can enter that number on a BOI report in place of their name, date of birth, address, and ID document details.⁹ It saves time when the same person appears on filings for multiple companies.

To get a FinCEN ID, the individual creates a login.gov account, then applies at fincenid.fincen.gov, supplying the same information a BOI report would require and a document image. The ID is issued immediately. Whoever holds a FinCEN ID takes on a continuing duty to keep the information current by filing updates whenever their personal details change.

Filing the Report Step by Step

There is no fee to file a BOI report directly with FinCEN, and FinCEN does not send mail asking you to pay.¹ Any letter demanding payment to file a BOI report is not from FinCEN. Filing happens entirely online through boiefiling.fincen.gov, which offers two options: a web-based online form and a fillable PDF you complete and upload.

Choose your method. Open the BOI E-Filing portal and pick either the online form or the PDF version.
Enter company information. Legal name, trade names, U.S. principal business address, jurisdiction of formation, U.S. jurisdiction of registration, and taxpayer identification number.
Enter each beneficial owner. Add name, date of birth, residential address, and ID document number as separate entries, or enter a FinCEN ID in place of those fields.
Upload ID images. Attach a clear image of each beneficial owner’s identification document, unless a FinCEN ID was used.
Enter company applicant information if your U.S. registration took effect on or after March 26, 2025.
Provide contact details. A contact name and email address so FinCEN can send filing status updates.
Review and submit. Check every field before sending. If you used the PDF, upload it through the portal’s upload feature.

The system returns a confirmation receipt and a unique Filing ID after submission. Save both in the company’s permanent records. You will need them if you later file an updated or corrected report.

Filing Deadlines

Under the March 2025 interim final rule, the initial-report deadlines for foreign reporting companies are:⁴

Registered in the United States before March 26, 2025: the initial report was due within 30 days of that date, by April 25, 2025.
Registered on or after March 26, 2025: the initial report is due within 30 calendar days of receiving notice that U.S. registration is effective, or within 30 days of the date registration becomes publicly available, whichever is earlier.

FinCEN indicated it intends to publish a final rule after a public comment period. Because the requirements have changed several times since the Corporate Transparency Act took effect, check fincen.gov/boi for the current deadlines before you file.

Updating and Correcting a Report

Once an initial report is on file, a foreign reporting company must file an updated report within 30 days of any change to the information previously reported about the company or its beneficial owners.⁶ Common triggers include:

A change in the company’s legal name or registered address
A change in who qualifies as a beneficial owner, such as a new CEO or an ownership transfer that crosses the 25 percent threshold
A change to a beneficial owner’s name, residential address, or ID document
A change in the company’s U.S. jurisdiction of registration

Changes to company applicant information do not require an update.

If you discover an error in a filed report, file a corrected report within 30 days of finding it. The Corporate Transparency Act offers a safe harbor: correcting inaccurate information voluntarily within 90 days of the original report’s filing deadline avoids penalties for the initial error.⁵

Penalties for Missing or False Filings

Failing to file a required BOI report, or filing false information, carries civil and criminal exposure. The civil penalty is $500 per day the violation continues, adjusted annually for inflation; the inflation-adjusted figure was $591 as of early 2024.¹⁰ Criminal penalties for willful violations of the reporting requirements reach a fine of up to $10,000, imprisonment for up to two years, or both.

BOI itself is not a public record. FinCEN stores filings in a restricted system, and access is limited to a defined set of authorized federal, state, tribal, foreign, and financial-institution recipients under separate safeguards. That access framework governs what happens to your data after it is filed; it does not change how you file.

1
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting
2
Office of the Law Revision Counsel. 31 USC 5336 – Beneficial Ownership Information Reporting Requirements
3
Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension
4
Financial Crimes Enforcement Network. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons
5
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting Requirements – Small Entity Compliance Guide
6
Financial Crimes Enforcement Network. Frequently Asked Questions
7
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting Rule Fact Sheet
8
eCFR. 31 CFR 1010.380 – Reports of Beneficial Ownership Information
9
Financial Crimes Enforcement Network. FinCEN Identifier Application Filing Instructions
10
Financial Crimes Enforcement Network. Beneficial Ownership Information Access and Safeguards – Small Entity Compliance Guide