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Beneficial Ownership Information Reporting

Everything you need to know in 2024

Beneficial Ownership Information Reporting is the new tax filing that can turn your $300 LLC into a $10,000 fine or jail!

Which of your businesses does it apply to, and how do you stay legal?

In plain English with links and pictures.

Who has to file?

In general, think LLCs, Incs, LPs, and GPs that are under 20 employees or $5MM in revenue.

Think start-ups, sole proprietors, and non-SEC registered investment LLCs.

If you are a solopreneur or SMB, this is likely you!

(See also: Who has to file beneficial ownership information?)

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Are there any exceptions?

FinCEN identifies 23 exceptions, but we can group them into 8 categories.

Top 3 exception categories:

  1. Large Operating Entity: >20 employees + >$5MM revenue
  2. Inactive Entity: existed before 2020 + no assets + dormant
  3. Publicly Traded Company

Other 5 exception categories:

  1. Public Utility: telecom, electric, water, etc.
  2. Financial Services: Banks, Investment Brokers, Insurance Companies, etc.
  3. Tax Exempt Entity: 501(c)
  4. Government Authority
  5. Accounting Firms
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Who is a beneficial owner?

An individual who either:

  1. Exercises substantial control OR
  2. Owns 25% or more of the reporting company

Exceptions: minor children, non-senior officer employees, nominees, or agents.

What qualifies as substantial control?

Examples given by FinCEN:

  • Senior Officers (President, C-Suite)
  • Appointment / Remove powers over Senior Officers
  • Director-type power
  • Board Representation
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What type of ownership applies to 25%?

Essentially everything - examples include:

  • Equity, stock, voting rights
  • Capital or profits interests
  • Convertible interests
  • Puts/Calls for the right to buy unless not otherwise affiliated with the reporting company
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What needs to be filed?

  1. Legal name of entity (and any DBAs)
  2. Business address
  3. State for formation (or registration)
  4. IRS Taxpayer ID
  5. Beneficial Owner Information
  • Name
  • Birthdate
  • Address
  • Unexpired US Driver's License or Passport

When does it need to be filed?

If your business:

  1. was formed before January 1, 2024: have until December 31, 2024, to file
  2. was formed in 2024: 90 days after formation to file
  3. was formed in 2025 or after: 30 days to file
  4. has beneficial ownership changes: 30 days to re-file
  5. needs to correct its BOI: 30 days to re-file
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Where Can I File My BOI Report?

You can file your BOI Report directly with FinCEN through their secure online portal. If you don’t feel comfortable filing your BOIR yourself, you can partner with your CPA or ComplyBOI to assist you.

👉 https://file.complyboi.com/

ComplyBOI's filing service and software are designed to simplify this process and ensure your compliance with FinCEN. We offer an intuitive platform that guides you through each step of the filing process, minimizing the risk of errors and ensuring timely submission.