Since January 1, 2024, nearly every US LLC, corporation, and similar entity must file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). The Corporate Transparency Act (CTA) created this requirement to curb money laundering and tax evasion through anonymous shell companies. The filing is free, takes approximately 15 minutes at boiefiling.fincen.gov — but the penalty for non-compliance is $591 per day in civil fines, plus potential criminal prosecution for willful violations. This is a mandatory compliance requirement, not optional reporting.
What the BOI report contains
The report identifies the "beneficial owners" and, for entities formed on or after January 1, 2024, the "company applicants." This information is stored in a secure, non-public FinCEN database accessible only to law enforcement with lawful purpose, financial institutions (with customer consent), and certain federal agencies. The general public cannot access it.
A beneficial owner is any individual who, directly or indirectly:
- Owns or controls 25% or more of the entity's ownership interests, OR
- Exercises substantial control over the entity — including senior officers (CEO, CFO, COO, President, GC), anyone with authority over LLC finances, business decisions, or personnel decisions
Important: "substantial control" is broad. The CEO of a company with 0% ownership stake still qualifies as a beneficial owner under the substantial control prong.
Who must file
Must file: Any domestic or foreign corporation, LLC, or other entity created by filing a document with a US Secretary of State (or equivalent), and any foreign entity registered to do business in the US.
Exempt (23 categories including):
- Large operating companies: 20+ US full-time employees AND more than $5M in US-source gross revenue AND physical US office — all three conditions required
- SEC-reporting public companies
- Banks, credit unions, FDIC-insured institutions
- Tax-exempt organizations (501(c) entities)
- Certain inactive entities formed before January 1, 2020
Most small LLCs, single-member LLCs, and foreign-owned LLCs are NOT exempt. If you are unsure, file — the $591/day penalty for missing it exceeds the 15 minutes it takes to file.
Filing deadlines
| When the entity was formed | Filing deadline |
|---|---|
| Before January 1, 2024 | January 1, 2025 (this deadline has passed — file immediately if not yet done) |
| January 1 – December 31, 2024 | 90 calendar days after formation date |
| January 1, 2025 or later | 30 calendar days after formation date |
| Change in beneficial ownership info | 30 calendar days after the change |
| Change in company applicant info | 30 calendar days after the change |
If your LLC was formed before 2024 and you have not yet filed, you are in violation. File at boiefiling.fincen.gov immediately — FinCEN has not announced a general enforcement pause for small businesses.
Information required for filing
For each beneficial owner:
- Full legal name
- Date of birth
- Current residential street address (a PO box or registered agent address is not acceptable for beneficial owners)
- A unique identifying number from one of: US passport, US driver's license, US state/territory ID, or foreign passport
- A photograph or scan of that ID document
For the reporting company:
- Full legal name as registered
- Any trade names or DBA names
- State or tribal jurisdiction of formation (or, for foreign entities, the US state where first registered)
- Principal place of business address (must be a US address; if no US operational address, the registered agent address may be used)
- EIN (if the LLC does not yet have an EIN, the responsible party's SSN/ITIN may be used temporarily)
Step-by-step filing at boiefiling.fincen.gov
- Navigate to boiefiling.fincen.gov and click "File BOIR." No account is required — the filing system is entirely online and free.
- Select filing type: Initial Report (first-time filing), Updated Report (correcting or updating existing data), or Corrected Report.
- Enter reporting company information: full legal name, EIN, state of formation, principal business address.
- Enter beneficial owner information for each owner: full name, date of birth, residential address, ID type and number.
- Upload a copy of the ID document (JPG, PNG, or PDF, under 4MB).
- If your entity was formed in 2024 or later, also enter company applicant information: the person who filed the Articles of Organization. This could be you, your attorney, or your registered agent service — whoever physically submitted the filing.
- Review all information carefully, certify accuracy, and submit.
- Save the transcript ID and submission confirmation. This is your proof of compliance.
Company applicant: who this is and when it applies
For entities formed on or after January 1, 2024, you must report the company applicant — the person who directly filed the formation documents. This is different from the beneficial owner. If you filed the Articles of Organization yourself, you are both the beneficial owner and the company applicant. If a registered agent service, attorney, or formation service filed on your behalf, they are the company applicant and you need their identifying information. For pre-2024 entities, company applicant reporting is not required.
Penalties for non-compliance
- Civil: $591 per day (adjusted annually for inflation) for each day the violation continues, per entity.
- Criminal: Up to $10,000 fine and up to 2 years imprisonment for willful violations — knowingly providing false information or knowingly failing to file.
These penalties apply to individuals, not just entities. An owner who willfully fails to file can be personally liable for both civil and criminal consequences.
Common mistakes to avoid
- Using the LLC's registered agent address as the beneficial owner's residential address: Beneficial owners must provide their actual home address. The registered agent address is for the company, not the owners.
- Not updating when ownership changes: Selling 30% of your LLC, adding a new member, or a manager leaving all trigger a 30-day update requirement.
- Filing a new Initial Report when you need an Updated Report: If information changes, use the Update function — not a new Initial Report.
- Paying third parties $99–$299 to file: The filing is free and takes 15 minutes. Save the money for the CPA who reviews your annual returns.
- Assuming exemption without verifying: The "large operating company" exemption requires all three conditions simultaneously (20+ employees AND $5M+ revenue AND physical US office). Meet only two of three and you must file.
International owners and foreign addresses
Non-US residents who own US LLCs must file the BOI report. Use your foreign passport as the identifying document and your home-country residential address as the beneficial owner address. If the LLC has no US operational address, FinCEN has clarified that the registered agent's address is acceptable for the principal place of business field.
Where to go next
If you haven't yet formed your LLC, read our Wyoming LLC formation guide or take the jurisdiction finder quiz. Non-residents should also read the EIN guide for non-residents — your EIN is needed for the reporting company's tax ID field on the BOI form.