- What is a BOI report?
- A BOI (Beneficial Ownership Information) report is a filing required by FinCEN under the Corporate Transparency Act. It contains details about the company and the individuals who own or control it, ensuring greater transparency in corporate structures.
- Who is required to file a BOI report?
- Only companies formed under the laws of a foreign country that have registered to do business in a U.S. state or tribal jurisdiction are required to file. Companies created in the United States are exempt. Certain large, regulated foreign entities (such as banks, insurance companies, and publicly traded companies) may also qualify for one of the CTA's 23 exemptions. Always check FinCEN guidance or consult a professional if uncertain.
- My company was formed in the United States. Do I still need to file?
- No. FinCEN's final rule, effective August 14, 2026, permanently exempts all companies created in the United States from BOI reporting. If your U.S. company filed a report before the rule changed, you are not required to update or correct it, and FinCEN has stated it will delete information it reasonably believes belongs to U.S. persons.
- When is the deadline for filing a BOI report?
- A foreign reporting company must file its initial BOI report within 30 calendar days of receiving notice that its U.S. registration is effective. Foreign companies that were already registered before March 26, 2025 were required to file by April 25, 2025 and should file immediately if they have not.
- What information is required in a BOI report?
- You must provide company details (legal name, trade names, U.S. business address, jurisdiction of formation, state of first U.S. registration, and tax identification number) and personal details for each beneficial owner who is not a U.S. person, including name, date of birth, residential address, and a government-issued ID number with an image of the ID.
- Do I report owners who are U.S. citizens?
- No. Foreign reporting companies do not report U.S. persons (U.S. citizens and lawful permanent residents) as beneficial owners or company applicants. If every beneficial owner is a U.S. person, the report contains company information only.
- How often do I need to update my BOI report?
- There is no annual filing. You must file an updated report within 30 calendar days of any change, such as a new non-U.S. beneficial owner, a change of address, or a new trade name. This ensures FinCEN records remain accurate.
- What happens if I do not file a BOI report?
- Foreign reporting companies that willfully fail to file can face civil penalties of up to $606 per day and criminal penalties of up to two years in prison and a $10,000 fine. FinCEN has stated it will not enforce BOI penalties against U.S. citizens or U.S.-formed companies.
- Can I amend my BOI report if I discover an error after submitting it?
- Yes. If you find incorrect or missing information after filing, submit a corrected BOI report within 30 calendar days of becoming aware of the error. This keeps your filing accurate and compliant.