What is BOI?

Beneficial Ownership Information

In 2021, Congress passed the Corporate Transparency Act. This law, which went into effect 1/1/2024, creates a new "Beneficial Ownership Information" mandatory reporting requirement as part of the government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other disguised ownership structures.

The one time reporting requirement allows the government to document and track ownership interest in LLC's, S-corps and C-corps, basically, any business that was registered with a state regulatory agency.

The act requires business owners operating in the United States to file information with FinCEN on each beneficial owner with at least a 25% ownership interest or who exercises substantial control over the business. A "beneficial owner" is a person who directly or indirectly controls or owns a significant portion of a company.

This is a MANDATORY requirement and not to be taken lightly as non-compliance (defined as simply failing to file a report) can lead to significant consequences.

As specified in the Corporate Transparency Act, a person who willfully violates the BOI reporting requirements may be subject to civil penalties of up to $500 for each day that the violation continues. That person can also be subject to criminal penalties of up to two years imprisonment and a fine of up to $10,000.

There are very few exemptions (see below) in the guidelines. This requirement has a very broad scope and covers most U.S. and foreign businesses, including small family owned and operated businesses.

Note: This has NOTHING to do with the IRS or tax reporting in any way!

List of Exempt Companies:

Securities reporting issuer

Governmental authority

Bank

Credit union

Depository institution holding company

Money services business

Broker or dealer in securities

Securities exchange or clearing agency

Other Exchange Act registered entity

Investment company or investment adviser

Venture capital fund adviser

Insurance company

State-licensed insurance producer

Commodity Exchange Act registered entity

Accounting firm

Public utility

Financial market utility

Pooled investment vehicle

Tax-exempt entity

Entity assisting a tax-exempt entity

Large operating company (20+ employees AND $5 million+ Annual revenue)

Subsidiary of certain exempt entities

For assistance with remaining in compliance and completing and submitting your company's BOI report, please feel free to call us at: 949-652-3377.

See the FinCEN BOI Questionnaire on the "Getting Started" tab at the top of our Homepage.

Pension Pros

Pension Pros

What is BOI?

Beneficial Ownership Information