BOI Reporting Requirements for Small Businesses

What Is BOI Reporting?

Beneficial Ownership Information (BOI) reporting is a federal requirement under the Corporate Transparency Act (CTA) that requires most small businesses to disclose information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). The goal is to combat money laundering, terrorist financing, and other illicit activities by creating a national database of who actually owns and controls U.S. businesses.

For millions of small business owners, this represents a significant new compliance obligation. This guide explains who must file, what information is required, key deadlines, exemptions, and the consequences of non-compliance.

For a personalized compliance checklist that includes BOI reporting and all other requirements for your business, take our free compliance assessment.

The Corporate Transparency Act: Background

The Corporate Transparency Act was enacted as part of the National Defense Authorization Act in January 2021. It directed FinCEN to create a beneficial ownership database and required "reporting companies" to submit information about their beneficial owners. The implementing regulations took effect on January 1, 2024.

Important note on enforcement status: The BOI reporting requirement has faced legal challenges, including court injunctions and subsequent reinstatements. As of 2026, small business owners should verify the current enforcement status directly with FinCEN (fincen.gov/boi). Regardless of temporary legal developments, the underlying statute remains law, and compliance is strongly recommended to avoid potential penalties when enforcement is active.

Who Must File a BOI Report?

Reporting Companies

A "reporting company" is any entity that is:

• Created by filing a document with a secretary of state or similar office (e.g., LLCs, corporations, limited partnerships), OR
• Registered to do business in the United States by filing with a secretary of state (foreign entities)

This means most LLCs, corporations, S-corps, and limited partnerships are reporting companies and must file.

Who Is Exempt?

The CTA provides 23 specific exemptions. The most relevant for small businesses include:

• Large operating companies: Entities with more than 20 full-time employees, more than $5 million in gross receipts/sales, AND an operating presence at a physical office in the U.S.
• Tax-exempt organizations: 501(c) entities and political organizations
• Banks and credit unions: Already subject to beneficial ownership requirements
• Securities issuers: Publicly traded companies registered with the SEC
• Insurance companies: Licensed and regulated by a state
• Regulated utilities
• Accounting firms registered under the Sarbanes-Oxley Act
• Certain inactive entities: Entities that were in existence before January 1, 2020, are not engaged in active business, have no foreign owner, have not had ownership changes in the prior 12 months, and have not sent or received more than $1,000 in the prior 12 months

The key takeaway: Most small businesses with fewer than 20 employees or less than $5 million in revenue are NOT exempt and MUST file.

What Information Must Be Reported?

About the Reporting Company

• Full legal name and any trade names or DBAs
• Current U.S. street address of the principal place of business
• State or tribal jurisdiction of formation (or, for foreign entities, the state where first registered)
• IRS Taxpayer Identification Number (EIN or SSN/ITIN)

About Each Beneficial Owner

A beneficial owner is any individual who:

• Directly or indirectly exercises substantial control over the reporting company, OR
• Directly or indirectly owns or controls 25% or more of the ownership interests of the reporting company

For each beneficial owner, you must report:

• Full legal name
• Date of birth
• Current residential street address (not a P.O. Box)
• Unique identifying number from an acceptable identification document (U.S. passport, state driver's license, state ID, or foreign passport if no U.S. document is available)
• An image of the identification document

Who Exercises Substantial Control?

An individual exercises substantial control if they:

• Serve as a senior officer (CEO, CFO, COO, general counsel, or any officer performing similar functions)
• Have authority to appoint or remove senior officers or a majority of the board
• Direct, determine, or have substantial influence over important decisions of the company
• Have any other form of substantial control over the company

Note: Every reporting company has at least one beneficial owner—the person(s) in charge. Even single-member LLCs where the owner is the sole manager must report.

Company Applicants (for entities formed after January 1, 2024)

Entities formed on or after January 1, 2024 must also report information about up to two company applicants:

• The individual who directly files the formation document
• The individual primarily responsible for directing or controlling the filing (if different)

This means if your attorney or a formation service filed your LLC paperwork, they may be listed as a company applicant.

Filing Deadlines

Entities Formed Before January 1, 2024

Must file their initial BOI report by the deadline established by FinCEN (which has been subject to extensions due to legal challenges). Check fincen.gov/boi for the most current deadline.

Entities Formed in 2024

Must file within 90 days of receiving actual or public notice that their formation is effective.

Entities Formed in 2025 and Beyond

Must file within 30 days of receiving actual or public notice that their formation is effective.

Updated Reports

If any previously reported information changes (e.g., a beneficial owner moves, changes their name, or a new owner acquires 25%+), an updated report must be filed within 30 days of the change.

Corrected Reports

If you discover an inaccuracy in a previously filed report, you must file a corrected report within 30 days of discovering the error.

How to File

BOI reports are filed electronically through FinCEN's BOI E-Filing system at fincen.gov/boi. Key details:

• No filing fee: There is no cost to file with FinCEN
• No annual reporting: BOI reports do not need to be filed annually (only initial, updated, and corrected reports)
• FinCEN Identifier: Individuals and companies can obtain a FinCEN Identifier, a unique number that can be used on future filings instead of re-submitting personal information each time

FinCEN Identifiers

A FinCEN Identifier is a unique identifying number issued by FinCEN to an individual or reporting company. Beneficial owners can request a FinCEN Identifier by submitting their personal information to FinCEN once. This identifier can then be provided on BOI reports instead of the underlying personal information, simplifying the process when an individual is a beneficial owner of multiple entities.

Reporting companies can also obtain a FinCEN Identifier, which can be used when reporting ownership interests in other entities.

Penalties for Non-Compliance

The penalties for willful violations are serious:

• Civil penalties: Up to $500 per day for each day a violation continues (with no maximum cap)
• Criminal penalties: Up to $10,000 in fines and up to 2 years of imprisonment for willful violations
• Senior officers: Individuals who fail to file, provide false information, or cause inaccurate reports to be filed can be personally liable

These penalties apply to both the reporting company and individuals who cause violations.

Practical Steps for Compliance

Step 1: Determine If You Must File

Review the exemptions listed above. If your business has fewer than 20 full-time employees or less than $5 million in gross receipts, you almost certainly need to file.

Step 2: Identify All Beneficial Owners

List every individual who owns 25%+ of your company or exercises substantial control. Remember that all senior officers and anyone with significant decision-making authority should be evaluated.

Step 3: Gather Required Information

Collect the required personal information and identification documents from each beneficial owner. This can be the most time-consuming step, especially for businesses with multiple owners.

Step 4: File Through FinCEN's E-Filing System

Submit your report at fincen.gov/boi. The system is relatively straightforward, and FinCEN has published guidance documents and FAQs to assist filers.

Step 5: Set Up a System for Ongoing Compliance

Create a process to:

• Monitor ownership changes and file updated reports within 30 days
• Review previously filed information for accuracy
• Track changes in beneficial owner personal information

Common Questions

Does my single-member LLC need to file?

Yes. Most single-member LLCs are reporting companies and must file a BOI report identifying the sole member as a beneficial owner.

What about trusts that own LLCs?

If a trust owns part of a reporting company, you must look through the trust to identify the individual beneficial owners (typically the trustee or beneficiaries who exercise substantial control or have ownership interests).

Can I use a registered agent address?

No. You must provide the company's principal place of business address and each beneficial owner's residential address. P.O. boxes and registered agent addresses are not acceptable.

Does my accountant or attorney need to be listed?

Only if they filed the formation documents (as a company applicant for entities formed after January 1, 2024) or if they exercise substantial control over the company.

Use SMBRegs to Stay on Top of BOI and All Compliance Requirements

BOI reporting is one of many compliance obligations facing small businesses. Your full requirements depend on your state, industry, business structure, and number of employees. [Take the free SMBRegs compliance assessment](/wizard) to get a personalized checklist covering BOI reporting, tax obligations, licensing, employment law, and more.

Stay informed about regulatory changes with our monitoring tools, or explore our compliance checker to verify your current status. For definitions of key compliance terms, visit our glossary.

Don't let a new federal requirement catch you off guard. [Get your personalized compliance roadmap today](/wizard).