Generally, domestic and foreign corporations, limited liability companies (LLCs), and similar entities must file the BOI report unless they qualify for an exemption. Small businesses that fall under these categories must file the report if they are not exempt. Exemptions exist for larger companies that meet certain thresholds (e.g., businesses with more than 20 employees, over $5 million in gross receipts, or significant operational presence) and certain regulated entities like banks and investment companies. Small businesses that do not meet these criteria will be required to submit the BOI report to ensure compliance.

A beneficial owner is defined as an individual who:


• Holds 25% or more of the company’s voting rights or ownership interests., or


• Has substantial control over the company (e.g., through decisions about key management or business decisions).


For small businesses, this often includes the company founders, major investors, or anyone with significant influence over the business. The company applicant refers to the person who files the formation documents for the company and is also required to be reported.

The BOI Report requires the following information about each beneficial owner and company applicant:


• Full legal name


• Date of birth


• Residential address (for individuals, not company address)


• Unique identifying number (e.g., passport number, driver’s license number, or another government-issued ID)


• Citizenship or legal status (for each beneficial owner)


This information will help FinCEN track the individuals behind the company and ensure that the company is not being used for illegal purposes. For small businesses, it’s important to gather this information for each person who holds a substantial interest or control in the business.

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If a small business owner fails to file the BOI report or provides false information, there can be significant penalties, including:


• Civil penalties up to $500 per day for failing to file or update the report.


• Criminal penalties, including fines and potential imprisonment for knowingly providing false or fraudulent information.


It is essential for small businesses to ensure compliance to avoid legal and financial consequences.

The BOI report can be filed electronically through our online system. Small businesses will need to provide the necessary details about the business and its beneficial owners, and submit the information.


• You will need to provide a unique identifier for each beneficial owner (e.g., a passport or driver’s license number).


• After submitting the report, you will receive a confirmation, and you should keep that confirmation for your records.


• If you’re unsure about the filing process, please reach out to us directly for assistance.

If your business does not have any individual with 25% or more ownership, you must still identify individuals who have substantial control over the company.


• Substantial control refers to the ability to direct or influence the company’s operations or key business decisions.


• Even if there’s no major shareholder, an individual with control over the company (e.g., a CEO, managing partner, or key decision-maker) must still be reported.


In cases where there are no beneficial owners with 25% or more ownership and no substantial control, the report must still be filed to provide information about the company’s applicant.

Yes, you are required to file an update to the BOI report whenever there is a change in ownership or control of your business.


• If a new individual becomes a beneficial owner (owns 25% or more) or gains control, the information must be updated within 30 days of the change.


• You must also update the report if there is a change in the identity or details of the company applicant or other beneficial owners.


• Failure to update the report can result in penalties, so it’s important to monitor changes in your business’s ownership structure.

Providing false or inaccurate information in the BOI report is a serious offense and can result in penalties.


• Civil fines: Up to $500 per day for non-compliance.


• Criminal penalties: If the violation is deemed intentional or fraudulent, individuals can face fines of up to $10,000 or even imprisonment.


It is important to ensure that all information provided is accurate and up-to-date to avoid these serious legal and financial consequences.

For many small businesses, filing the BOI report can be straightforward. However, if your business has complex ownership structures, involves multiple stakeholders, or you are unsure about what qualifies as a beneficial owner or who should be listed, it may be beneficial to seek legal or compliance assistance. A professional can help ensure that all owners and applicants are properly identified, preventing any mistakes that could lead to penalties.

The FinCEN Beneficial Ownership Information (BOI) Report is required for many businesses under the Corporate Transparency Act (CTA), but there are exemptions for certain types of companies. Below are the key exemptions for businesses that do not need to file the BOI Report:


1. Larger Operating Companies


A business may be exempt from filing if it meets all of the following criteria:


• More than 20 employees.


• More than $5 million in gross receipts.


• Has a physical presence in the United States (e.g., office space or other real property).


Essentially, these businesses are considered large enough to already have transparency due to their size, operational presence, and other compliance mechanisms in place (e.g., publicly traded companies, large private companies).


2. Regulated Entities


Certain regulated entities are exempt because they are already subject to significant government oversight and reporting requirements. These include:


• Banks and other financial institutions that are regulated by federal or state agencies.


• Insurance companies regulated by state authorities.


• Registered securities dealers, investment advisers, and other entities regulated by the Securities and Exchange Commission (SEC).


• Publicly traded companies subject to SEC reporting and transparency.


• Certain types of investment companies, including venture capital companies and mutual funds, that are already highly regulated.


3. Inactive Entities


• Inactive companies that have been dormant for a significant period of time (typically not engaged in business for at least a year) and have no substantial assets or operations.


4. Large, Highly-Structured Companies


Businesses with substantial operational complexity and internal governance already in place, such as large companies with public disclosure obligations that already file detailed reports with regulatory authorities (e.g., publicly traded companies), may also be exempt due to their already transparent nature.


5. Subsidiaries of Exempt Entities


If a company is a subsidiary of an exempt entity, such as a large, publicly traded company, it may also be exempt from filing the BOI report.


6. Certain Active Large Entities


These may include:


• Companies that are regulated by the Federal Reserve, Office of the Comptroller of the Currency (OCC), or similar agencies.


• Certain large insurance companies or similar entities that undergo detailed oversight.