What to know about FinCEN and the BOI report.
Bizee has prepared this article as a response to the most common inquiries we have received regarding the Beneficial Ownership Information report filing.
- What is this report?
- What will happen if the BOI report is not submitted to the government?
- Who is considered a Beneficial Owner?
- What Type of Information will be included in the report?
- Are there any exceptions to who needs to file?
1. What is this report?
The Beneficial Ownership Information Report (or BOIR) is a requirement some companies in the United States have to file to comply with the Corporate Transparency Act (CTA), effective from January 1, 2024.
Companies formed under the law of a foreign country and that have registered to do business in any U.S. State are considered reporting companies, and are therefore required to disclose information about the beneficial owners—the individuals who ultimately own or control the company. The reports are submitted to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
Filing the BOIR is important for reporting companies because it ensures that companies comply with the CTA, a law that promotes transparency in company ownership structures and prevents illicit activities by revealing the true owners of companies to aid in preventing money laundering, fraud, financing of terrorism, and other illicit activities.
2. What will happen if the BOI report is not submitted to the government?
On March 21, 2025, FinCEN announced that it would not issue any fines or penalties or take any other enforcement actions against any entities created in the United States and their beneficial owners, since they are now exempt from the requirement to report beneficial ownership information (BOI) to FinCEN.
Since all companies filed by Bizee are formed in the United States, none of the companies filed by us are required to present a BOI report to FinCEN.
3. Who is considered a Beneficial Owner?
A beneficial owner is an individual who fits at least one of the following criteria:
- Has or controls at least 25% of a reporting company's ownership interest
- Exercises substantial control over the reporting company.
- "Substantial control" means having a significant influence over a company. Examples include being a top executive, having the power to hire or fire executives, or making important decisions about operations, finances, or contracts.
- Control can be direct (e.g., being on the board) or indirect (e.g., having voting power or financial influence).
4. What Type of Information will be included in the report?
The beneficial ownership report requires the following information about the reporting company:
- Full legal name.
- Any trade or DBA names.
- Address.
- Federal Taxpayer Identification Number.
- Jurisdiction of creation.
The reporting company must provide this information itself, not relying on a parent company.
Additionally, in their initial BOI reports, companies must provide the information of their beneficial owners, including:
- Full legal name.
- Date of birth.
- Current street address.
- Unique identifying number and issuing jurisdiction from an acceptable ID document (e.g., passport).
- An image of an acceptable identification document.
5. Are there any exceptions to who needs to file?
Yes, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt from the requirement to report beneficial ownership information (BOI) to FinCEN.
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