What Is a BOI? Filers, Deadlines, and Penalties

A Beneficial Ownership Information (BOI) report is a federal filing under the Corporate Transparency Act that names the real people who own or control a U.S.-registered business, submitted to the Financial Crimes Enforcement Network (FinCEN) for use by law enforcement in money-laundering, tax-fraud, and terrorism-financing investigations. As of a March 26, 2025 interim final rule, only foreign entities registered to do business in a U.S. state or tribal jurisdiction still have to file. Companies formed in the United States — corporations, LLCs, and similar entities created by filing with a state — no longer need to submit an initial report, update an old one, or correct one they already sent, and their beneficial owners are exempt as well.¹

FinCEN accepted comments on the interim rule through May 27, 2025 and has said a final rule will follow.² Foreign entities that fall inside the current requirement should check FinCEN’s site before filing in case the rule shifts again.

Who Has to File

Under the current rule, a reporting company is any corporation, LLC, or similar entity formed under the law of a foreign country that has registered to do business in a U.S. state or tribal jurisdiction by filing a document with a secretary of state or comparable office.³ If your entity fits that description and does not qualify for an exemption, you file.

A foreign business that operates in the United States informally, without ever registering with a state, has no filing obligation because there is no registration document on which the requirement can attach. And nothing formed in the United States has to file at all, regardless of size or ownership.

Exemptions That Take a Foreign Entity Back Out

The Corporate Transparency Act lists 23 categories of entities that do not have to file even if they otherwise meet the reporting-company definition.⁴ Most of them cover entities that already disclose ownership to a federal regulator. Common ones include banks, credit unions, and insurance companies; publicly traded companies registered with the SEC; tax-exempt organizations under Internal Revenue Code Section 501(c); and subsidiaries whose ownership interests are entirely controlled or wholly owned, directly or indirectly, by one or more exempt entities. A subsidiary loses the exemption if any portion of its ownership sits with a non-exempt party.

Large Operating Company

An entity qualifies as a large operating company only if it meets all three conditions at once: more than 20 full-time employees in the United States, a physical operating office in the country, and a federal tax return for the prior year showing more than $5,000,000 in gross receipts or sales. Miss any one and the exemption is gone.

Inactive Entity

The inactive-entity exemption has six requirements, and every one has to be true:

In existence on or before January 1, 2020.
Not engaged in active business.
Not owned, directly or indirectly, by a foreign person.
No change in ownership in the past 12 months.
No more than $1,000 sent or received in the past 12 months.
No assets of any kind, including ownership interests in other entities.⁵

Who Counts as 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.⁵ A company usually has more than one, and every person who meets either test has to be reported.

Substantial control covers senior officers such as a president, CFO, or general counsel; anyone with authority to appoint or remove senior officers or a majority of the board; and anyone who directs or significantly influences important decisions about the company’s operations, finances, or structure. A formal title is not required.

Ownership interests are calculated broadly — equity, stock, voting rights, capital or profit interests in an LLC, convertible instruments, options, and similar privileges all count, held directly or through intermediate entities.

When a trust holds an interest in the company, the beneficial owner depends on the role. A trustee with authority to dispose of trust assets can qualify under substantial control. A beneficiary qualifies if they are the sole permissible recipient of income and principal or can demand distribution of substantially all of the trust’s assets. A grantor or settlor qualifies if they can revoke the trust or withdraw its assets.

Some people connected to the company are specifically excluded: minor children (though a parent or guardian’s information is reported in their place), employees acting only as employees without senior-officer authority, individuals whose only interest is a future inheritance, and creditors whose interest is limited to collecting a debt.⁴

What Goes in the Report

The report collects information about the company and about each beneficial owner.

For the company: full legal name, any trade names or DBAs, current U.S. address, jurisdiction of formation, the U.S. state or tribal jurisdiction where it first registered, and its IRS Taxpayer Identification Number. A foreign reporting company without a U.S. TIN provides a foreign tax identification number and names the issuing jurisdiction.⁶

For each beneficial owner: full legal name, date of birth, current residential address, and a unique identifying number from a non-expired government-issued document. Acceptable documents are a U.S. passport, a state-issued driver’s license, or a state or tribal ID card; if none of those exists, a non-expired foreign passport works. A clear image of the document is uploaded with the filing.

Anyone who is a beneficial owner of more than one entity can apply for a FinCEN Identifier, a single number that stands in for their personal details on every report they appear on. You create a login.gov account, submit the same information a report would require, and the identifier is issued immediately.⁷

Deadlines

For a foreign reporting company that registered to do business in the United States before March 26, 2025, the initial BOI report was due April 25, 2025. For one that registers on or after March 26, 2025, the report is due within 30 calendar days after it receives notice that its registration is effective.³

After the initial filing, an updated report is due within 30 days of any change to previously reported information: a new beneficial owner, a change of company address, an ownership transfer that shifts who crosses the 25 percent line. Corrections are due within 30 days of the date the company becomes aware of an error.⁴

How to File

BOI reports are submitted electronically through the FinCEN BOI E-Filing system.⁸ There is no filing fee, and FinCEN does not send letters or emails asking for payment. Any message that does is not from FinCEN.

You can either upload a completed PDF or enter the information directly in the online form. Attach the identification images, certify the information as true and complete, and submit. The system returns a confirmation receipt and a unique FinCEN ID for the company. Save the receipt; it is your proof of filing.

Penalties for Not Filing or Filing Falsely

A person who willfully violates the reporting requirements can be hit with both civil and criminal penalties. The statutory civil penalty is $500 for each day the violation continues; inflation adjustments raised the effective amount to $606 per day for penalties assessed on or after January 17, 2025.⁹ Willful violations also carry criminal fines of up to $10,000, up to two years of imprisonment, or both.⁴

The same penalties apply to filing false or fraudulent information. Filing a correction within 30 days of catching an honest mistake can head off penalties for inaccurate information, but only if the original error was not willful.

Who Can See the Data

The reports are held in a secure, non-public database and are not available to the general public.⁴ FinCEN shares BOI data only with authorized recipients: federal agencies engaged in national security, intelligence, or law enforcement; state, local, and tribal law enforcement running authorized investigations; foreign law enforcement through established legal channels; financial institutions using the data for customer due diligence; federal regulators supervising those institutions for anti-money-laundering compliance; and certain Treasury officers and employees.¹⁰

Unauthorized disclosure or misuse carries its own penalties: civil fines of $500 for each day the violation continues, and criminal fines of up to $250,000, up to five years of imprisonment, or both. If the misuse is part of a pattern of illegal activity involving more than $100,000 in a 12-month period, the criminal fine rises to $500,000 and the prison term to as much as 10 years.

1
Financial Crimes Enforcement Network. Interim Final Rule: Questions and Answers
2
Federal Register. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension
3
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting
4
Financial Crimes Enforcement Network. Frequently Asked Questions
5
Financial Crimes Enforcement Network. Small Entity Compliance Guide
6
Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting Filing Instructions
7
Financial Crimes Enforcement Network. FinCEN Identifier Application Filing Instructions
8
Financial Crimes Enforcement Network. BOI E-Filing
9
Federal Register. Inflation Adjustment of Civil Monetary Penalties
10
Financial Crimes Enforcement Network. Fact Sheet: Beneficial Ownership Information Access and Safeguards Final Rule