BOI Reporting Exemptions: Which Companies Are Exempt?

Detailed Exemptions Explained

• 1. Securities Reporting Issuers:
  Issuers of securities registered under section 12 of the Securities Exchange Act of 1934, or required to file reports under section 15(d), because they already disclose ownership to the SEC.
• 2. Governmental Authorities:
  Entities established under U.S. federal, State, tribal, or local law that exercise governmental authority on behalf of that government.
• 3. Banks:
  Banks as defined in the Federal Deposit Insurance Act, the Investment Company Act of 1940, or the Investment Advisers Act of 1940.
• 4. Credit Unions:
  Federal credit unions and State credit unions as defined in the Federal Credit Union Act.
• 5. Depository Institution Holding Companies:
  Bank holding companies under the Bank Holding Company Act and savings and loan holding companies under the Home Owners' Loan Act.
• 6. Money Services Businesses:
  Money transmitting businesses registered with FinCEN under 31 U.S.C. 5330.
• 7. Broker-Dealers:
  Brokers or dealers in securities registered under section 15 of the Securities Exchange Act.
• 8. Securities Exchanges and Clearing Agencies:
  Exchanges or clearing agencies registered under sections 6 or 17A of the Securities Exchange Act.
• 9. Other Exchange Act Registered Entities:
  Any other entity registered with the SEC under the Securities Exchange Act that is not already covered above.
• 10. Investment Companies and Advisers:
  Investment companies and investment advisers registered with the SEC under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.
• 11. Venture Capital Fund Advisers:
  Investment advisers described in section 203(l) of the Investment Advisers Act that have filed Item 10, Schedule A, and Schedule B of Part 1A of Form ADV with the SEC.
• 12. Insurance Companies:
  Insurance companies as defined in section 2 of the Investment Company Act of 1940.
• 13. State-Licensed Insurance Producers:
  Entities authorized by a State to act as an insurance producer, subject to State supervision, with an operating presence at a physical U.S. office.
• 14. Commodity Exchange Act Registered Entities:
  Registered entities under the Commodity Exchange Act, and futures commission merchants, introducing brokers, swap dealers, commodity pool operators, commodity trading advisors, and similar registrants.
• 15. Public Accounting Firms:
  Public accounting firms registered under section 102 of the Sarbanes-Oxley Act.
• 16. Public Utilities:
  Regulated public utilities providing telecommunications, electrical power, natural gas, or water and sewer services within the United States.
• 17. Financial Market Utilities:
  Financial market utilities designated as systemically important by the Financial Stability Oversight Council.
• 18. Pooled Investment Vehicles:
  Investment companies, or funds relying on sections 3(c)(1) or 3(c)(7) of the Investment Company Act, that are operated or advised by an exempt bank, credit union, broker-dealer, investment adviser, or venture capital fund adviser. A foreign pooled investment vehicle files a limited report covering one individual with substantial control, and only if that individual is not a U.S. person.
• 19. Tax-Exempt Entities:
  Organizations described in section 501(c) of the Internal Revenue Code and exempt from tax under 501(a), political organizations under section 527, and certain charitable trusts under section 4947.
• 20. Entities Assisting Tax-Exempt Entities:
  Entities that operate exclusively to provide financial assistance to, or hold governance rights over, a tax-exempt entity, are U.S. persons, and are beneficially owned exclusively by U.S. citizens or lawful permanent residents.
• 21. Large Operating Companies:
  Entities with more than 20 full-time employees in the United States, more than $5,000,000 in gross receipts or sales from U.S. sources on the prior year's federal tax return, and an operating presence at a physical office in the United States.
• 22. Subsidiaries of Exempt Entities:
  Entities whose ownership interests are controlled or wholly owned, directly or indirectly, by one or more of the exempt entities above (other than money services businesses, pooled investment vehicles, or entities assisting tax-exempt entities).
• 23. Inactive Entities:
  Entities in existence on or before January 1, 2020 that are not engaged in active business, are not owned by a foreign person, have had no ownership change and no transactions over $1,000 in the past twelve months, and hold no assets.

For businesses exempt from BOI reporting, understanding the criteria is essential. Missing an exemption can result in unnecessary compliance efforts and possible legal implications. For an overview of fines related to non-compliance, see our guide on BOI Fines and Penalties.

Key Criteria for BOI Exemptions

Businesses eligible for BOI exemptions generally fall into categories with established regulatory oversight or those deemed low risk. Here’s a summary of the criteria that often qualify a business for exemption:

• Regulatory Oversight: Entities under strict federal or state regulation, such as banks or insurance companies, typically meet exemption standards.
• Public Accountability: Publicly traded companies already disclose ownership, reducing the need for additional BOI reporting.
• Nonprofit Status: Organizations recognized under 501(c) provisions, such as charities, are exempt due to their non-commercial status.