Filing Requirement
Beneficial Ownership Reporting
đź”— Important links
FinCEN BOI FAQ - If you have any additional questions about BOI, please read through the FAQ before reaching out to us or a lawyer. They have answered MANY questions here.
Small Entity Compliance Guide - Even more comprehensive guide than what I’ve provided below. This is the official guide from FinCEN. Please note, most of the notes below came directly from this resource.
What is it?
The Financial Crimes Enforcement Network (FinCEN) has implemented a new reporting requirement for all U.S. entities. This includes domestic corporations, limited liability companies (LLCs), including Single-Member LLCs, S Corporations and any entity that is created by filing documents with the Secretary of State.
When is it due?
If your company was established after January 1, 2024, you must file your report within 90 days of receiving notice that your company's registration is effective.
If you established your company before January 1, 2024, you must submit your report before January 1, 2025.
If you start a new company after January 1, 2025, you must file your report within 30 days of receiving notice that your company's registration is effective.
Where do I file it?
You have a few options:
1. File it yourself on the FinCEN website: https://fincen.gov/boi
2. Use a 3rd party company to help you file the report. BE CAREFUL!!! There are a lot of fraudulent & scammer companies out there looking to take your money and steal your information.
a. Two reputable companies that we use and trust are Gusto (which only offers this service to its existing customers) and CorpNet.
i. Gusto $49 per filing
ii. CorpNet $199 per filing
Is anyone exempt from filing?
Here’s a list of exempt entities. If you believe that you fall under one of these exemptions, please check with a lawyer first. Even though Apex Strategic CPAs, PLLC is an Accounting Firm, we don’t even qualify under this exemption. You will need to read through the Small Entity Compliance Guide to determine if you qualify.
How much does it cost?
If you file the BOI with the FinCEN directly, there is NO FEE. The only time you will experience a fee is if you file with a 3rd party.
Is a Sole Proprietorship a reporting company?
No. If you are not registered with the Secretary of State, you are not a reporting company.
What if I closed my business?
A company is not required to report its beneficial ownership information to FinCEN if it ceased to exist as a legal entity before January 1, 2024, meaning that it entirely completed the process of formally and irrevocably dissolving.
CAVEAT: If you opened your business in 2024, you are required to still file the report.
What information will they ask for?
For the company
1. Legal Name of the business
2. Any DBA’s (doing business as)
3. The current Street address for the principal place of business
4. Where the business was formed (aka what state did you register in)
5. EIN for the business
a. note: if you are an SMLLC and you don’t currently have an EIN (because technically you aren’t required to), you should apply for an EIN on the IRS’s website. Direct IRS Link
For the beneficial owners
1. Individuals name
2. Date of birth
3. Residential address
4. Identifying number from an ID such as a passport or a U.S. driver’s license & the issuing state/jurisdiction of the ID document (ex: the state that issued your driver’s license or the US if you are using your passport)
a. note: you must use a non-expired ID...if your driver’s license and passport are both expired, you will not be able to finish this application, so get that done ASAP)
Who is a beneficial owner?
A beneficial owner is any individual who directly or indirectly, either:
Exercises substantial control over the reporting company; or
Owns or controls at least 25% of the reporting company’s ownership interests
A beneficial owner does not include a corporate other entity owners. However, an individual owner of an entity may still be considered a beneficial owner.
Substantial control
This is someone who:
A senior officer of the reporting company (e.g. president, chief financial officer, general counsel, chief executive offer, chief operating officer or any other officer who performs a similar function)
The individual has the authority to appoint or remove certain officers or a majority of directors (or similar bodies) 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 as explained further in FinCEN’s Small Entity Compliance Guide (see Chapter 2.1, “What is substantial control?”)
If you believe that you have someone on your team that could qualify under this section, you should read the BOI FAQ on the FinCEN website to make this determination.
How often do I have to file this report?
This report only needs to be filed once. However, if there are ANY changes to the required information about your company or its beneficial owners, it must be updated and re-filed within 30 days.
Examples of when to file
Change in ownership
Did the owners sell their shares/interest? Did this result in their interests falling below 25%? Did this result in anyone obtaining at least a 25% interest?
Was the owner’s ownership interest transferred as a result of the owner’s death?
Was there a change in ownership due to divorce?
Did a minor child reach the state’s age of majority (age 18, 19 or 21)?
Change in senior officers
Was there a change in personnel in any senior officer (e.g., CFO, CEO, COO, general counsel, president, certain vice-presidents) position (e.g., due to retirement, resignation, termination), or were senior officer duties reorganized to encompass additional personnel?
Change in information previously reported
Did a beneficial owner:
Move
Change their name (either due to divorce, marriage, other change in circumstances);
Renew or replace their passport (if so, they will have been given a new passport number that must be reported); or
Replace their driver’s license/state ID after it has expired?
Did the company:
Move to a new location?
Register in a new state?
Tips for staying in compliance
1. File the report right away! Don’t wait until December 31st at 11:50 pm to file it. Do it now.
2. For all beneficial owners, you should review the expiration dates on their ID’s and add it to your calendar to file an updated report 1 week after the date it expires. EX: if your driver’s license expires in January 2026, go into your calendar and put a 30 minute meeting on your calendar mid-January to update the report.
3. If you are a beneficial owner for more than one company, I would encourage you to consider registering for a FinCEN ID. You would need to do this before you fill out the company BOI reports, and you would use this ID instead of the information that is typically required. This is very helpful if you move or your DL expires, then you can just update your ID and you aren’t required to update multiple companies’ reports. Link for the FinCEN ID.
4. Add a recurring calendar appointment for every month to check if you are still in compliance an up to date. Copy and paste this into the details of the meeting to help you remember.
Disclosure
Apex Strategic CPAs, PLLC does not file FinCEN Beneficial Ownership Information (BOI) reports on behalf of clients. The information provided below is derived from FinCEN's official website and is intended solely for educational purposes. This guide is meant as a starting point and should not be considered legal or financial advice. Apex Strategic CPAs, PLLC is not responsible for any errors or omissions within this material.
Furthermore, this guide does not create any form of engagement or professional relationship with Apex Strategic CPAs, PLLC. It is the sole responsibility of each business owner to ensure that their BOI report is completed accurately and filed on time in compliance with FinCEN regulations.
We strongly encourage you to seek further professional advice if you have specific questions or concerns regarding the filing process.
