1. Home
  2. Beneficial Ownership Information Registry (BOIR)
Beneficial Ownership Information Registry (BOIR)

Understanding Beneficial Ownership:

Beneficial ownership refers to the individuals who ultimately own or control a legal entity, such as a corporation. These individuals may directly or indirectly own or control a company.

Why do companies need to report Beneficial Ownership Information?

In 2021, Congress passed the Corporate Transparency Act on a bipartisan basis. This law creates a new beneficial ownership information reporting requirement as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures.

Key Components of Beneficial Ownership Information:

  1. Identifying Beneficial Owners: information about each beneficial owner of a legal entity, including their name, address, date of birth, and Social Security number or other government-issued identification number.
  2. Ownership Percentage: A beneficial owner is an individual who either directly or indirectly: exercises substantial control over the reporting company or owns or controls at least 25% of the reporting company’s ownership interests.
  3. Substantial Control: An individual can exercise substantial control over a reporting company in four different ways. The individual is a senior officer (the company’s president, chief financial officer, general counsel, chief executive office, chief operating officer, or any other officer who performs a similar function). The individual has authority to appoint or remove certain officers or a majority of directors (or similar body) of the reporting company. The individual is an important decision-maker for the reporting company. See Question D.3 for more information. The individual has any other form of substantial control over the reporting company.

Reporting:

When do I need to report beneficial ownership information? Companies will have the following times to register:

  1. If the company was created or registered with the secretary of state prior to January 1, 2024, you will have until January 1, 2025, to report Beneficial Ownership Information at FinCen.gov.
  2. If the company is created or registered in 2024, you must report BOI within 90 calendar days after receiving actual or public notice for the Secretary of State that your company’s creation or registration is effective, whichever is earlier.
  3. If the company is created or registered on or after January 1, 2025, must file Beneficial Ownership Information 30 calendar days after receiving actual or public notice from the Secretary of State that the creation or registration is effective.

How can I send a report?

If you are required to report your company’s beneficial ownership information to FinCEN, you can do so electronically through a secure filing system available via FinCEN’s BOI E-Filing website https://boiefiling.fincen.gov . Filing is simple, secure, and free of charge.

Where can I learn more about Beneficial Ownership Information Reporting?

Many frequently asked questions can be answered here at: https://www.fincen.gov/boi-faqs#A_1

Addtional Resources: