Beneficial Ownership Information (BOI) Filing Guide

What is a BOI Report?

A Beneficial Ownership Information (BOI) report discloses who owns or controls a reporting company to FinCEN, a bureau of the US Treasury Department. The report was created by the Corporate Transparency Act, enacted in 2021 as part of the Anti-Money Laundering Act of 2020, and became effective January 1, 2024.

The goal is to create a federal registry of beneficial ownership that law enforcement can access to investigate money laundering, tax fraud, and other financial crimes. Before the CTA, the US had no centralized federal database of who actually owned LLCs and corporations — only state-level formation records showing registered agents, not real owners.

Who Must File (Reporting Companies)

A "reporting company" is any corporation, LLC, or similar entity that is:

• Created by filing a document with a US state or tribal secretary of state, or
• A foreign company registered to do business in the US by filing with a state or tribal jurisdiction

This captures the vast majority of US businesses — single-member LLCs, multi-member LLCs, S-corps, C-corps, and similar entities. General partnerships, sole proprietorships, and trusts are generally not reporting companies (because they typically do not file formation documents with a secretary of state).

The 23 Exemptions

FinCEN exempts 23 categories of entities from BOI reporting. The most practically relevant for small businesses and startups:

• Large operating company: 20+ full-time employees in the US, US physical office, and $5M+ gross receipts on prior-year US federal tax return
• SEC-reporting issuers: publicly traded companies registered with the SEC
• Banks and credit unions regulated by federal banking agencies
• Registered investment companies and advisers registered with the SEC
• Insurance companies licensed under state law
• Inactive entities: formed before January 1, 2020, not actively engaging in business, no foreign owners, no transfers in preceding 12 months, and $1,000 or less in assets

If you believe an exemption applies, FinCEN's Small Business Compliance Guide provides a full list. A startup with fewer than 20 employees and no regulatory license almost certainly does not qualify for an exemption.

Who Counts as a Beneficial Owner

This is where most companies get it wrong. A beneficial owner is any individual who, directly or indirectly:

• Owns or controls 25% or more of the ownership interests (equity shares, capital or profits interests, convertible instruments), or
• Exercises substantial control over the company

"Substantial control" is broad. It includes: senior officers (CEO, president, CFO, COO, general counsel), any individual with authority to appoint or remove senior officers, and any individual who directs, determines, or has substantial influence over important company decisions.

For a typical three-founder startup with 40%/35%/25% equity splits, all three founders are beneficial owners. For a company backed by a VC holding 30% equity, the fund is not listed — beneficial owners must be natural persons, not legal entities. You trace through to the individual.

Required Information

For each beneficial owner and company applicant (for companies formed after January 1, 2024, the person who filed the formation documents), you must provide:

• Full legal name
• Date of birth
• Current residential street address (not PO Box, not business address for most owners)
• Unique identifying number from a government-issued ID (US passport, state driver's license, or foreign passport)
• A legible copy of that ID document

For the reporting company itself:

• Full legal name and any trade names (DBAs)
• Complete current US street address of principal place of business
• State, tribal, or foreign jurisdiction of formation
• Taxpayer Identification Number (EIN)

Filing Deadlines

• Companies formed before January 1, 2024: deadline was January 1, 2025
• Companies formed January 1, 2024 – December 31, 2024: 90 calendar days from formation
• Companies formed on or after January 1, 2025: 30 calendar days from formation
• Updates after initial filing: 30 calendar days from the date of any change (new beneficial owner, address change, expired or replaced ID)
• Corrections to inaccurate reports: 30 calendar days after becoming aware of the inaccuracy

If your company was formed before 2024 and has not yet filed, you are in violation. FinCEN has not issued a general amnesty. Courts have so far upheld the CTA's constitutionality after early injunctions were lifted, though litigation continues.

Penalties for Non-Compliance

Civil penalties: $500 per day for each day a violation continues (this amount is adjusted periodically for inflation). Willful violations of the BOI reporting requirements can result in criminal penalties of up to $10,000 and up to 2 years imprisonment. Both the company and the individual responsible for the violation — including officers who authorized the failure to file — can be held personally liable.

FinCEN has enforcement authority. There is no self-correction grace period beyond the 30-day correction window for known inaccuracies.

How to File

FinCEN provides a free electronic filing system at boiefiling.fincen.gov. You can file directly. The filing is free.

The practical challenge is not the form itself but determining who qualifies as a beneficial owner under the substantial control test, correctly tracing ownership through holding companies, and ensuring all required information is accurate. Errors — including providing a business address instead of residential address, or missing an individual who exercises substantial control — can result in an inaccurate report that requires correction.

For founders who want guided assistance with determining beneficial owners and preparing an accurate filing package, Forge's BOI Compliance Kit ($149) walks through each determination step-by-step with practitioner review and includes annual reminders for required updates.

File your BOI report with guided assistance

Forge walks you through identifying beneficial owners, provides a completed filing package for FinCEN, and includes annual reminders for required updates. $149 flat fee, practitioner-reviewed.

Not legal advice. For filing guidance specific to your ownership structure, consult a licensed attorney.

Frequently Asked Questions