Beneficial Ownership Information (BOI) Reporting

On January 1, 2024, new federal reporting requirements for Beneficial Ownership Information (BOI) went into effect, meaning that many companies must report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury.

Your company may need to report information about its beneficial owners if it is:

• A corporation, a limited liability company (LLC), or was otherwise created in the US by filing a document with a secretary of state or similar office
• A foreign company registered to do business in any US state or Indian tribe by such a filing

There are many types of entities that are exempt from beneficial ownership reporting, including:

• Publicly traded companies
• Nonprofits, tax-exempt entities, entities assisting a tax-exempt entity
• Governmental authorities or public utilities
• Banks, credit unions, depository institution holding companies, money services businesses
• Broker or dealer in securities, securities exchange or clearing agency, Investment company or investment advisor, venture capital fund advisor, securities reporting issuer, financial market utility
• Insurance companies, state-licensed insurance producers
• Commodity Exchange Act registered entities, pooled investment vehicles
• Accounting firms
• Subsidiaries of certain exempt entities
• Inactive entities

Alert: FinCEN has shared examples of fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements.

These fraudulent scams have included:

• Correspondence requesting payment. There is NO fee to file BOI directly with FinCEN. FinCEN does NOT send correspondence requesting payment to file BOI. Do not send money in response to any mailing that claims to be from FinCEN or another government agency.
• Correspondence that asks the recipient to click on a URL or to scan a QR code. Those e-mails or letters are fraudulent. Do not click any suspicious links or attachments or scan any QR codes in emails, on websites, or in any unsolicited mailings.
• Correspondence that references a “Form 4022,” or an “Important Compliance Notice.” This correspondence is fraudulent. FinCEN does not have a “Form 4022.” Do not send BOI to anyone by completing these forms.
• Correspondence or other documents referencing a “US Business Regulations Dept.” This correspondence is fraudulent; there is no government entity by this name.

A few definitions:

• Beneficial Owners – those who ultimately own or have substantial control of a company
• Substantial Control – according to the rules developed by FinCEN, an individual has substantial control if they meet any of the following criteria:
  • Someone who is a senior officer of the company (i.e. president, chief financial officer, general counsel, etc.)
  • Someone with the authority to appoint or remove certain officers or a majority of directors
  • Someone who is an important decision-maker within or for the company
  • Someone with any other form of substantial control over the company
• Reporting Companies – companies that are required to comply with BOI filing requirements

Reporting companies must file BOI using the FinCEN website: www.fincen.gov/boi. The system provides a confirmation receipt after the completed report is filed. Filing is simple, secure, and free of charge. BOI reporting is not an annual requirement. Unless a company needs to update or correct information, a report only needs to be submitted once.

Reporting Deadlines:

• If your company was created or registered prior to January 1, 2024, you have until January 1, 2025.
• If your company is created or registered in 2024, you have 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective – whichever is earlier.
• If your company is created or registered on or after January 1, 2025, you must file within 30 calendar days after receiving actual or public notice that its creation or registration is effective.
• Any updates or corrections to BOI you previously reported to FinCEN must be submitted within 30 days.

You might be concerned about who has access to your BOI filing, but it’s limited to authorized entities (federal, state, local, and tribal officials, certain foreign officials) who need the information for national security, intelligence or law enforcement purposes. Under specific circumstances, financial institutions who have your consent may gain access for due diligence and risk management purposes.

To file your BOI report, you’ll need to create a FinCEN ID - FinCEN ID | Financial Crimes Enforcement Network (FinCEN)

You can then file your report - BOI E-FILING (fincen.gov)

Subscribe to FinCEN email updates from the Treasury Department - FinCEN Updates (govdelivery.com)

Additional Resources:

FinCEN BOI Information Page 

State of Indiana BOI Information

Small Entity Compliance Guide 

Frequently Asked Questions 

Questions? Contact FinCEN