Beneficial Ownership Information Reporting

What is Beneficial Ownership Information (BOI) reporting?

FinCEN BOI reporting is a new mandatory business filing requiring most U.S. companies to submit their beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). This requirement comes from a new law called the Corporate Transparency Act that was passed to enhance the government’s efforts to combat money laundering, terrorist financing, and other financial crimes. This reporting requirement started in 2024 and it is enforced by potential penalties including fines of $500 per day up to $10,000.

It should be noted that this requirement has been postponed and subject to significant litigation. Therefore, the deadline(s) continue to change based on updated injunctions. This information is up-to-date as of February 24, 2025. We will do our best to continue to inform our clients of updated rulings impacting this requirement and will continue to update this page as necessary; however, for the most up-to-date information and deadlines, please visit Fincen.gov/boi.

Who is affected?

Entities required to report under this regulation include corporations, limited liability companies, s-corps, LLPs, and other entities created by filing a document with any U.S. State. The majority of for-profit business entities will be required to file this report unless they qualify for an exemption. You can find out if you have an exemption easily on this page.

What are the deadlines for reporting?

• Entities created or registered before Feb. 21, 2025, will have until Mar. 21, 2025 to submit the report. 
• Entities created on or after Feb. 21, 2025, will have 30 days from creation or registration to submit the report.

Note: companies affected by specific disasters may have extended deadlines. Refer to Fincen.gov for more information.

What must reporting companies do to comply?

Who is considered a beneficial owner?

In short, it is anyone who exercises “substantial control” in the business, particularly as it relates to the financial aspects. For example, senior officers, board members, stakeholders with 25%+ ownership, etc.

If you answer “yes” to any of these questions below for anyone in your organization, it is very likely the individual would be considered a beneficial owner.

• Is this person a senior officer?
• Do they have the authority to hire, fire, appoint or remove senior officers and/or board members?
• Do they direct, determine or have substantial influence over day-to-day decisions as well as high-level decisions related to:
  • Finances (entering into contracts, making financial obligations, making significant investments/incurring debt, etc.)
  • Reorganization, dissolution, merger, or sale of the company;
  • Determining new business lines, ventures, or the termination of them;
  • Determining the compensation of officers, senior staff as well as incentive programs;
  • Amending the company’s governing documents.

Is this a one-time filing, or will this be on-going?

Every reporting company must submit an initial application according to the compliance deadline above. After the initial application has been submitted, companies will need to submit updates to the same FinCEN portal if there are any chances to their beneficial owners’ information. Some examples of changes that would necessitate an update include a change in the beneficial owners (e.g., a new officer position is added, transition in an officer role, a sale that changes who meets the ownership interest threshold, etc.), or changes to existing beneficial owners’ information (e.g., new address, etc.).

Does Journey provide a service to assist with this?

Yes, our firm can file your report! Click the button below for more details, including the benefits of the service, pricing, etc.