This post will explain the Financial Crimes Enforcement Network’s (“FinCEN”) beneficial ownership information (“BOI”) reporting requirements which went into effect on January 1, 2024. Continue reading to learn more about what information needs to be reported and to receive resources to help in the reporting process.
What is the FinCEN BOI Report?
FinCEN, through the Corporate Transparency Act, created its beneficial reporting requirements in an effort to make it harder for people to benefit from their illegal gains by hiding under their shell companies. The FinCEN Fact Sheet discusses the purpose of BOI reporting in more detail.
Beginning January 1, 2024, all reporting companies are required to file a BOI report to FinCEN certain identifying information about all of the company’s beneficial owners and company applicants.
Is Your Company a Reporting Company?
There are two types of reporting companies: domestic reporting companies and foreign reporting companies. If your company falls under the definition of reporting company, under either type, and it does not qualify for an exemption, then your company is a reporting company, and you must file a BOI report. See FinCEN’s chart below to determine if your company is a reporting company:
Reporting Company Exemptions
There are twenty-three (23) exemptions for certain companies, including credit unions, insurance companies, and nonprofit companies. For a checklist to determine if your company qualifies for an exemption, see Chapter 1.2 of the BOI Small Compliance Guide.
Who is a Beneficial Owner of My Company?
The beneficial owners of your company are all individuals who, directly or indirectly:
- Own or control at least twenty-five percent (25%) of the ownership interest of a reporting company; and/or
- Exercise substantial control over a reporting company.
According to FinCEN, “ownership interests” include equity, stock, or voting rights; a capital or profit interest; convertible instruments; options or other non-binding privileges to buy or sell any of the foregoing; and any other instrument, contract, or other mechanism used to establish ownership.
FinCEN defines “substantial control” as an individual who (i) is a senior officer of the company; (ii) has authority to appoint or remove any senior officer or a majority of the company’s directors; (iii) is has any substantial influence over making important decisions; or (iv) has any other form of substantial control over the company.
Chapter 2.3 of the BOI Small Compliance Guide offers a checklist to determine who the beneficial owners of your company are.
Who is a Company Applicant of My Company?
If your company was formed and created prior to January 1, 2024, your company does NOT have a company applicant to report.
If your company was formed and created on or after January 1, 2024, your company has at least one (1) but no more than two company applicants which require reporting.
There are two types of company applicants for reporting companies created on or after January 1, 2024:
- The direct filer; and
- The individual directing or controlling the initial filing of the company.
The “direct filer” is the individual who personally submitted the initial filing to form a reporting company with the secretary of state or similar office. If the direct filer is also the individual who is primarily responsible for directing or controlling the creation filing, he or she is the only company applicant. Otherwise, the individual who directed the direct filer to submit the initial filing must also be reported as a company applicant.
What Information Should I Collect About My Company, Its Beneficial Owners, and Its Company Applicants?
The following checklist from FinCEN’s website provides the information you are required to collect and report:
However, as an alternative, each beneficial owner and company applicant may retrieve a FinCEN ID by going to the FinCEN ID page of FinCEN’s website, creating an account and filling out all of the above information. Once their FinCEN ID has been retrieved, you can enter their FinCEN ID as shown below to avoid having to enter all of their information.
When Do I Need to File the FinCEN Report?
| Entity Creation Date | Initial Report Filing Timeline |
| Entities created prior to January 1, 2024 (Existing Entities) | Must file initial report by January 1, 2025 |
| Entities created between January 1, 2024 and December 31, 2024 | Must file initial report within 90 calendar days after receiving actual or public notice that the entity’s creation or registration is effective |
| Entities created January 1, 2025 and after | Must file initial report within 30 calendar days after receiving actual or public notice that the entity’s creation or registration is effective |
If there are any changes to the information filed in the initial BOI report, you must file an updated BOI report no later than 30 days after the date the change occurred.
How Do I File the BOI Report?
To file the report yourself, you will go to the BOI reporting site and enter the above-described information. If you would like us to file the report for you for entities formed after January 1, 2024, we will need some basic information about the entity and the names and emails of each beneficial owner. They will receive an email from VCorp with the next steps. There is a fee associated with us filing the report for you.
Contact us for any questions or assistance you need with your FinCEN BIO Reporting.
DISCLAIMER: We will not be filing the BOI report for any entities created prior to January 1, 2024. If you would like us to file any existing entities’ BOI report for you, you will need to give us basic information about the entity, the FinCEN IDs for each beneficial owner, and pay a $250.00 fee.