Boi Faqs Qa 508c

Updated: July 8, 2024
Financial Crimes Enforcement Network

U.S. Department of the Treasury
Washington, D.C. 20220
Beneficial Ownership Information

Frequently Asked Questions
These Frequently Asked Questions are explanatory only and do not supplement or
modify any obligations imposed by statute or regulation. Please refer to the Beneficial
Ownership Information Reporting Rule and Beneficial Ownership Information
Access and Safeguards Rule, available at www.fincen.gov/boi, for details on specific
provisions. FinCEN expects to publish further guidance in the future. Questions on
any of this content can be directed to https://www.fincen.gov/contact.
A. General Questions
A.1. What is beneficial ownership information?
Beneficial ownership information refers to identifying information about the
individuals who directly or indirectly own or control a company.
[Issued March 24, 2023]
A.2. Why do companies have to report beneficial ownership information

to the U.S Department of the Treasury?
In 2021, Congress passed the Corporate Transparency Act on a bipartisan basis. This
law creates a new beneficial ownership information reporting requirement as part of
the U.S. government’s efforts to make it harder for bad actors to hide or benefit from
their ill-gotten gains through shell companies or other opaque ownership structures.
[Issued September 18, 2023]
A.3. Under the Corporate Transparency Act, who can access beneficial
ownership information?
FinCEN will permit Federal, State, local, and Tribal officials, as well as certain
foreign officials who submit a request through a U.S. Federal government agency, to
obtain beneficial ownership information for authorized activities related to national
security, intelligence, and law enforcement. Financial institutions will have access
to beneficial ownership information in certain circumstances, with the consent of
the reporting company. Those financial institutions’ regulators will also have access
to beneficial ownership information when they supervise the financial institutions.
FinCEN published the rule that will govern access to and protection of beneficial
ownership information on December 22, 2023. Beneficial ownership information
reported to FinCEN will be stored in a secure, non-public database using rigorous
information security methods and controls typically used in the Federal government
to protect non-classified yet sensitive information systems at the highest security
level. FinCEN will work closely with those authorized to access beneficial ownership
1
information to ensure that they understand their roles and responsibilities in using
the reported information only for authorized purposes and handling in a way that
protects its security and confidentiality.
[Updated January 4, 2024]
A.4. How will companies become aware of the BOI reporting requirements?
FinCEN is engaged in a robust outreach and education campaign to raise awareness
of and help reporting companies understand the new reporting requirements.
That campaign involves virtual and in-person outreach events and comprehensive
guidance in a variety of formats and languages, including multimedia content and
the Small Entity Compliance Guide, as well as new channels of communication,
including social media platforms. FinCEN is also engaging with governmental
offices at the federal and state levels, small business and trade associations, and
interest groups.
FinCEN will continue to provide guidance, information, and updates related to the
BOI reporting requirements on its BOI webpage, www.fincen.gov/boi. Subscribe
here to receive updates via email from FinCEN about BOI reporting obligations.
[Issued December 12, 2023]
A.5. How is an Indian Tribe defined under the Corporate Transparency Act?
For purposes of reporting beneficial ownership information to FinCEN, “Indian
Tribe” means any Indian or Alaska Native tribe, band, nation, pueblo, village, or
community that the Secretary of the Interior acknowledges to exist as an Indian
tribe. The Secretary of the Interior is required to publish annually a list of all
recognized Indian Tribes in the Federal Register (https://www.federalregister.gov/
documents/2024/01/08/2024-00109/indian-entities-recognized-by-and-eligible-
to-receive-services-from-the-united-states-bureau-of).
[Issued June 10, 2024]
2
B. Reporting Process
B.1. Should my company report beneficial ownership information now?
FinCEN launched the BOI E-Filing website for reporting beneficial ownership
information (https: //boiefiling.fincen.gov) on January 1, 2024.
• A reporting company created or registered to do business before January 1,
2024, will have until January 1, 2025, to file its initial BOI report.
• A reporting company created or registered in 2024 will have 90 calendar days
to file after receiving actual or public notice that its creation or registration is
effective.
• A reporting company created or registered on or after January 1, 2025, will
have 30 calendar days to file after receiving actual or public notice that its
creation or registration is effective.
B.2. When do I need to report my company’s beneficial ownership

information to FinCEN?
A reporting company created or registered to do business before January 1, 2024, will
have until January 1, 2025 to file its initial beneficial ownership information report.
A reporting company created or registered on or after January 1, 2024, and before
January 1, 2025, will have 90 calendar days after receiving notice of the company’s
creation or registration to file its initial BOI report. This 90-calendar day deadline
runs from the time the company receives actual notice that its creation or
registration is effective, or after a secretary of state or similar office first provides
public notice of its creation or registration, whichever is earlier.
Reporting companies created or registered on or after January 1, 2025, will have
30 calendar days from actual or public notice that the company’s creation or
registration is effective to file their initial BOI reports with FinCEN.
[Updated December 1, 2023]
B.3. When will FinCEN accept beneficial ownership information reports?

FinCEN will begin accepting beneficial ownership information reports on January 1,
2024. Beneficial ownership information reports will not be accepted before then.
B.4. Will there be a fee for submitting a beneficial ownership information

report to FinCEN?
No. There is no fee for submitting your beneficial ownership information report
to FinCEN.
B.5. How will I report my company’s beneficial ownership information?

If you are required to report your company’s beneficial ownership information to
FinCEN, you will do so electronically through a secure filing system available via
FinCEN’s BOI E-Filing website (https://boiefiling.fincen.gov).
3
B.6. Where can I find the form to report?

Access the form by going to FinCEN’s BOI E-Filing website (https ://boiefiling.
fincen.gov) and select “File BOIR.”
B.7. Is a reporting company required to use an attorney or a certified

public accountant (CPA) to submit beneficial ownership information
to FinCEN?
No. FinCEN expects that many, if not most, reporting companies will be able to
submit their beneficial ownership information to FinCEN on their own using the
guidance FinCEN has issued. Reporting companies that need help meeting their
reporting obligations can consult with professional service providers such as lawyers
or accountants.
[Issued November 16, 2023]
B.8. Who can file a BOI report on behalf of a reporting company, and what
information will be collected on filers?
Anyone whom the reporting company authorizes to act on its behalf—such as an
employee, owner, or third-party service provider—may file a BOI report on the
reporting company’s behalf. When submitting the BOI report, individual filers
should be prepared to provide basic contact information about themselves, including
their name and email address or phone number.
C. Reporting Company
C.1. What companies will be required to report beneficial ownership
information to FinCEN?
Companies required to report are called reporting companies. There are two types of
reporting companies:
• Domestic reporting companies are corporations, limited liability companies, and
any other entities created by the filing of a document with a secretary of state
or any similar office in the United States.
• Foreign reporting companies are entities (including corporations and limited
liability companies) formed under the law of a foreign country that have
registered to do business in the United States by the filing of a document with
a secretary of state or any similar office.
There are 23 types of entities that are exempt from the reporting requirements (see
Question C.2). Carefully review the qualifying criteria before concluding that your
company is exempt.
FinCEN’s Small Entity Compliance Guide for beneficial ownership information reporting
includes the following flowchart to help identify if a company is a reporting company (see
Chapter 1.1, “Is my company a “reporting company”?”).
4
5
C.2. Are some companies exempt from the reporting requirement?

Yes, 23 types of entities are exempt from the beneficial ownership information
reporting requirements. These entities include publicly traded companies meeting
specified requirements, many nonprofits, and certain large operating companies.
The following table summarizes the 23 exemptions:
Exemption No. Exemption Short Title

1 Securities reporting issuer
2 Governmental authority
3 Bank
4 Credit union
5 Depository institution holding company
6 Money services business
7 Broker or dealer in securities
8 Securities exchange or clearing agency
9 Other Exchange Act registered entity
10 Investment company or investment adviser
11 Venture capital fund adviser
12 Insurance company
13 State-licensed insurance producer
14 Commodity Exchange Act registered entity
15 Accounting firm
16 Public utility
17 Financial market utility
18 Pooled investment vehicle
19 Tax-exempt entity
20 Entity assisting a tax-exempt entity
21 Large operating company
22 Subsidiary of certain exempt entities
23 Inactive entity
FinCEN’s Small Entity Compliance Guide includes this table and checklists for each of the
23 exemptions that may help determine whether a company meets an exemption (see
Chapter 1.2, “Is my company exempt from the reporting requirements?”). Companies
should carefully review the qualifying criteria before concluding that they are exempt.
Please see additional FAQs about reporting company exemptions in “L. Reporting Company
Exemptions” below.
6
C.3. Are certain corporate entities, such as statutory trusts, business trusts, or
foundations, reporting companies?
It depends. A domestic entity such as a statutory trust, business trust, or
foundation is a reporting company only if it was created by the filing of a document
with a secretary of state or similar office. Likewise, a foreign entity is a reporting
company only if it filed a document with a secretary of state or a similar office to
register to do business in the United States.
State laws vary on whether certain entity types, such as trusts, require the filing of a
document with the secretary of state or similar office to be created or registered.
• If a trust is created in a U.S. jurisdiction that requires such filing, then it is a
reporting company, unless an exemption applies.
Similarly, not all states require foreign entities to register by filing a document with
a secretary of state or a similar office to do business in the state.
• However, if a foreign entity has to file a document with a secretary of state
or a similar office to register to do business in a state, and does so, it is a
reporting company, unless an exemption applies.
Entities should also consider if any exemptions to the reporting requirements
apply to them. For example, a foundation may not be required to report beneficial
ownership information to FinCEN if the foundation qualifies for the tax-exempt
entity exemption.
Chapter 1 of FinCEN’s Small Entity Compliance Guide (“Does my company have to report its
beneficial owners?”) may assist companies in identifying whether they need to report.
C.4. Is a trust considered a reporting company if it registers with a court of law

for the purpose of establishing the court’s jurisdiction over any disputes
involving the trust?
No. The registration of a trust with a court of law merely to establish the court’s
jurisdiction over any disputes involving the trust does not make the trust a
reporting company.
C.5. Does the activity or revenue of a company determine whether it is a

reporting company?
Sometimes. A reporting company is (1) any corporation, limited liability company,
or other similar entity that was created in the United States by the filing of a
document with a secretary of state or similar office (in which case it is a domestic
reporting company), or any legal entity that has been registered to do business in
the United States by the filing of a document with a secretary of state or similar
office (in which case it is a foreign reporting company), that (2) does not qualify for
any of the exemptions provided under the Corporate Transparency Act. An entity’s
activities and revenue, along with other factors in some cases, can qualify it for
one of those exemptions. For example, there is an exemption for certain inactive
entities, and another for any company that reported more than $5 million in gross
7
receipts or sales in the previous year and satisfies other exemption criteria. Neither
engaging solely in passive activities like holding rental properties, for example,
nor being unprofitable necessarily exempts an entity from the BOI reporting
requirements.
FinCEN’s Small Entity Compliance Guide provides additional information concerning
exemptions in Chapter 1.2, “Is my company exempt from the reporting requirements?”
C.6. Is a sole proprietorship a reporting company?

No, unless a sole proprietorship was created (or, if a foreign sole proprietorship,
registered to do business) in the United States by filing a document with a secretary
of state or similar office. An entity is a reporting company only if it was created
(or, if a foreign company, registered to do business) in the United States by filing
such a document. Filing a document with a government agency to obtain (1) an IRS
employer identification number, (2) a fictitious business name, or (3) a professional
or occupational license does not create a new entity, and therefore does not make a
sole proprietorship filing such a document a reporting company.
C.7. Can a company created or registered in a U.S. territory be considered a

reporting company?
Yes. In addition to companies in the 50 states and the District of Columbia, a
company that is created or registered to do business by the filing of a document
with a U.S. territory’s secretary of state or similar office, and that does not qualify
for any exemptions to the reporting requirements, is required to report beneficial
ownership information to FinCEN. U.S. territories are the Commonwealth of Puerto
Rico, the Commonwealth of the Northern Mariana Islands, American Samoa, Guam,
and the U.S. Virgin Islands.
[Issued January 12, 2024]
C.8. Do the BOI reporting requirements apply to S-Corporations?

Yes. A corporation treated as a pass-through entity under Subchapter S of the
Internal Revenue Code (an “S Corporation” or “S-Corp”) that qualifies as a
reporting company—i.e., that is created or registered to do business by the filing of
a document with a secretary of state or similar office, and does not qualify for any
of the exemptions to the reporting requirements—must comply with the reporting
requirements. The S-Corp’s pass-through structure for tax purposes does not
affect its BOI reporting obligations. In particular, pass-through treatment under
Subchapter S does not qualify an S-Corp as a “tax-exempt entity” under FinCEN
BOI reporting regulations.
[Issued April 18, 2024]
8
C.9. If a domestic corporation or limited liability company is not created

by the filing of a document with a secretary of state or similar office, is it
a reporting company?
No. While FinCEN’s BOI reporting regulations define a domestic reporting company
as including a corporation or limited liability company, the inclusion of those
entities is based on an understanding that domestic corporations and LLCs are
generally created by the filing of a document with a secretary of state or similar
office. In an unusual circumstance where a domestic corporation or limited liability
company is created, but not by the filing of a document with a secretary of state or
similar office, such an entity is not a reporting company.
C.10. Are homeowners associations reporting companies?

It depends. Homeowners associations (HOAs) can take different forms. As with
any entity, if an HOA was not created by the filing of a document with a secretary
of state or similar office, then it is not a domestic reporting company. An
incorporated HOA or other HOA that was created by such a filing also may qualify
for an exemption from the reporting requirements. For example, HOAs recognized
by the IRS as section 501(c)(4) social welfare organizations (or that claim
such status and meet the requirements) may qualify for the tax-exempt entity
exemption. An incorporated HOA that is not a section 501(c)(4) organization,
however, may fall within the reporting company definition and therefore be
required to report BOI to FinCEN.
[Updated June 10, 2024]
C.11. Are entities formed under Tribal law required to report beneficial ownership
information?
Yes, if the entity meets the reporting company definition and does not qualify
for any exemptions to the reporting requirements. See Question C.1 for more
information on what entities are reporting companies.
While Indian Tribes have varying legal entity formation practices, some allow
individuals to form legal entities such as corporations or LLCs under Tribal law
by the filing of a document (such as Articles of Incorporation) with a Tribal office
or agency whose routine functions include creating such entities pursuant to
such filings. Tribal offices or agencies that perform this function may be called
something other than a “secretary of state,” but they are performing a function
similar to that of a typical secretary of state’s office. As a result, a legal entity
created by a filing with such Tribal office or agency is a reporting company and is
required to file beneficial ownership information with FinCEN, unless it qualifies
for an exemption.
Note that, under the Corporate Transparency Act, a legal entity is a reporting
company only if it is created or registered to do business “under the laws of a State
or Indian Tribe.” Tribal corporations formed under federal law through the issuance
of a charter of incorporation by the Secretary of the Interior—such as those created
under section 3 of the Oklahoma Indian Welfare Act (25 U.S.C. 5203), or section 17
of the Indian Reorganization Act of 1934 (25 U.S.C. 5124)—are not created by the
9
filing of a document with a secretary of state or similar office under the laws of an
Indian tribe, and are therefore not reporting companies required to report beneficial
ownership information to FinCEN.
Note also that “governmental authorities” are not required to report beneficial
ownership information to FinCEN. For this purpose, a “governmental authority” is
an entity that is (1) established under the laws of the United States, an Indian Tribe,
a State, or a political subdivision of a State, or under an interstate compact between
two or more States, and that (2) exercises governmental authority on behalf of the
United States or any such Indian Tribe, State, or political subdivision. Thus, a Tribal
entity that is such a “governmental authority” is not required to report beneficial
ownership information to FinCEN. This category includes tribally chartered
corporations and state-chartered Tribal entities, if those corporations or entities
exercise governmental authority on a Tribe’s behalf.
Certain subsidiaries of governmental authorities are also exempt from the
requirement to report beneficial ownership information to FinCEN. An entity
qualifies for this exemption if its ownership interests are controlled (in their
entirety) or wholly owned, directly or indirectly, by a governmental authority. Thus,
for example, if a tribally chartered corporation (or state-chartered Tribal entity)
exercises governmental authority on a Tribe’s behalf, and that tribally chartered
corporation (or state-chartered Tribal entity) controls or wholly owns the ownership
interests of another entity, then both the tribally chartered corporation (or state-
chartered Tribal entity) and that subsidiary entity are exempt from the requirement
to report beneficial ownership information to FinCEN. See Questions L.3 and L.6 for
more information on this “subsidiary exemption.”
Other exemptions to the reporting requirements, such as the exemption for “tax-
exempt entities,” may also apply to certain entities formed under Tribal law.
FinCEN’s Small Entity Compliance Guide includes a table and checklists for each of the 23
exemptions that may help determine whether a company meets an exemption (see Chapter
1.2, “Is my company exempt from the reporting requirements?”). Companies should carefully
review the qualifying criteria before concluding that they are exempt. Please see additional
FAQs about reporting company exemptions in “L. Reporting Company Exemptions” below.
C.12. Do beneficial ownership information reporting requirements apply to

companies created or registered before the Corporate Transparency Act was
enacted (January 1, 2021)?
Yes. Beneficial ownership information reporting requirements apply to all
companies that qualify as “reporting companies” (see Question C.1), regardless
of when they were created or registered. Companies are not required to report
beneficial ownership information to FinCEN if they are exempt (see Question C.2
and, generally, Section L) or ceased to exist as legal entities before January 1, 2024
(see Question C.13).
[Issued July 8, 2024]
10
C.13. Is a company required to report its beneficial ownership information to

FinCEN if the company ceased to exist before reporting requirements went
into effect on January 1, 2024?
A company is not required to report its beneficial ownership information to
FinCEN if it ceased to exist as a legal entity before January 1, 2024, meaning that it
entirely completed the process of formally and irrevocably dissolving. A company
that ceased to exist as a legal entity before the beneficial ownership information
reporting requirements became effective January 1, 2024, was never subject to the
reporting requirements and thus is not required to report its beneficial ownership
information to FinCEN.
Although state or Tribal law may vary, a company typically completes the process
of formally and irrevocably dissolving by, for example, filing dissolution paperwork
with its jurisdiction of creation or registration, receiving written confirmation of
dissolution, paying related taxes or fees, ceasing to conduct any business, and
winding up its affairs (e.g., fully liquidating itself and closing all bank accounts).
If a reporting company (see Question C.1) continued to exist as a legal entity for any
period of time on or after January 1, 2024 (i.e., did not entirely complete the process
of formally and irrevocably dissolving before January 1, 2024), then it is required
to report its beneficial ownership information to FinCEN, even if the company had
wound up its affairs and ceased conducting business before January 1, 2024.
Similarly, if a reporting company was created or registered on or after January 1,
2024, and subsequently ceased to exist, then it is required to report its beneficial
ownership information to FinCEN—even if it ceased to exist before its initial
beneficial ownership information report was due.
For specifics on how to determine when a company ceases to exist as a legal entity,
consult the law of the jurisdiction in which the company was created or registered.
A company that is administratively dissolved or suspended—because, for example,
it failed to pay a filing fee or comply with certain jurisdictional requirements—
generally does not cease to exist as a legal entity unless the dissolution or
suspension becomes permanent.
C.14. If a reporting company created or registered in 2024 or later winds up its

affairs and ceases to exist before its initial BOI report is due to FinCEN, is
the company still required to submit that initial report?
Yes. Reporting companies created or registered in 2024 must report their beneficial
ownership information to FinCEN within 90 days of receiving actual or public notice
of creation or registration. Reporting companies created or registered in 2025 or
later must report their beneficial ownership information to FinCEN within 30 days
of receiving actual or public notice of creation or registration. These obligations
remain applicable to reporting companies that cease to exist as legal entities—
meaning wound up their affairs, ceased conducting business, and entirely completed
the process of formally and irrevocably dissolving—before their initial beneficial
ownership reports are due. If a reporting company files an initial beneficial
11
ownership information report and then ceases to exist, then there is no requirement
for the reporting company to file an additional report with FinCEN noting that the
company has ceased to exist.
D. Beneficial Owner
D.1. Who is a beneficial owner of a reporting company?
A beneficial owner is an individual who either directly or indirectly: (1) exercises
substantial control over a reporting company (see Question D.2), or (2) owns
or controls at least 25 percent of a reporting company’s ownership interests
(see Question D.4). Because beneficial owners must be individuals (i.e., natural
persons), trusts, corporations, or other legal entities are not considered to be
beneficial owners. However, in specific circumstances, information about an entity
may be reported in lieu of information about a beneficial owner (see Question D.12).
FinCEN’s Small Entity Compliance Guide provides checklists and examples that may assist
in identifying beneficial owners (see Chapter 2.3 “What steps can I take to identify my
company’s beneficial owners?”).
[Updated April 18, 2024]
D.2. What is substantial control?

An individual can exercise substantial control over a reporting company in four
different ways. If the individual falls into any of the categories below, the individual
is exercising substantial control:
• The individual is a senior officer (the company’s president, chief financial
officer, general counsel, chief executive office, chief operating officer, or any
other officer who performs a similar function).
• The individual has authority to appoint or remove certain officers or a
majority of directors (or similar body) of the reporting company.
• The individual is an important decision-maker for the reporting company.
See Question D.3 for more information.
• The individual has any other form of substantial control over the reporting
company as explained further in FinCEN’s Small Entity Compliance Guide (see
Chapter 2.1, “What is substantial control?”).
12
13
D.3. One of the indicators of substantial control is that the individual is an

important decision-maker. What are important decisions?
Important decisions include decisions about a reporting company’s business,
finances, and structure. An individual that directs, determines, or has substantial
influence over these important decisions exercises substantial control over a
reporting company. Chapter 2.1, “What is substantial control?” of FinCEN’s Small Entity
Compliance Guide provides the following information:
14
D.4. What is an ownership interest?

An ownership interest is generally an arrangement that establishes ownership
rights in the reporting company. Examples of ownership interests include shares of
equity, stock, voting rights, or any other mechanism used to establish ownership.
Chapter 2.2, “What is ownership interest?” of FinCEN’s Small Entity Compliance Guide
discusses ownership interests and sets out steps to assist in determining the percentage of
ownership interests held by an individual.
15
D.5. Who qualifies for an exception from the beneficial owner definition?
There are five instances in which an individual who would otherwise be a beneficial
owner of a reporting company qualifies for an exception. In those cases, the reporting
company does not have to report that individual as a beneficial owner to FinCEN.
FinCEN’s Small Entity Compliance Guide includes a checklist to help determine whether
any exceptions apply to individuals who might otherwise qualify as beneficial owners (see
Chapter 2.4. “Who qualifies for an exception from the beneficial owner definition?”).
D.6. Is my accountant or lawyer considered a beneficial owner?

Accountants and lawyers generally do not qualify as beneficial owners, but that may
depend on the work being performed.
Accountants and lawyers who provide general accounting or legal services are not
considered beneficial owners because ordinary, arms-length advisory or other
third-party professional services to a reporting company are not considered to be
“substantial control” (see Question D.2). In addition, a lawyer or accountant who
is designated as an agent of the reporting company may qualify for the “nominee,
intermediary, custodian, or agent” exception from the beneficial owner definition.
However, an individual who holds the position of general counsel in a reporting
company is a “senior officer” of that company and is therefore a beneficial owner
FinCEN’s Small Entity Compliance Guide includes a checklist to help determine whether
an individual qualifies for an exception to the beneficial owner definition (see Chapter 2.4,
“Who qualifies for an exception from the beneficial owner definition?”).
[Updated November 16, 2023]
D.7. What information should a reporting company report about a beneficial

owner who holds their ownership interests in the reporting company
through multiple exempt entities?
If a beneficial owner owns or controls their ownership interests in a reporting
company exclusively through multiple exempt entities, then the names of all of those
exempt entities may be reported to FinCEN instead of the individual beneficial
owner’s information.
» Note that this special rule does not apply when an individual owns or controls
ownership interests in a reporting company through both exempt and non-exempt
entities. In that case, the reporting company must report the individual as a
beneficial owner (if no exception applies), but the exempt companies do not need to
be listed.
FinCEN’s Small Entity Compliance Guide includes more information about this special reporting
rule in Chapter 4.2, “What do I report if a special reporting rule applies to my company?”
16
D.8. Is an unaffiliated company that provides a service to the reporting company

by managing its day-to-day operations, but does not make decisions on
important matters, a beneficial owner of the reporting company?
The unaffiliated company itself cannot be a beneficial owner of the reporting
company because a beneficial owner must be an individual. Any individuals that
exercise substantial control over the reporting company through the unaffiliated
company must be reported as beneficial owners of the reporting company.
However, individuals who do not direct, determine, or have substantial influence
over important decisions made by the reporting company, and do not otherwise
exercise substantial control, may not be beneficial owners of the reporting company.
Please see Chapter 2.1 of FinCEN’s Small Entity Compliance Guide, “What is substantial
control?” for additional information on how to determine whether an individual has
substantial control over a reporting company.
D.9. Is a member of a reporting company’s board of directors always a

beneficial owner of the reporting company?
No. A beneficial owner of a company is any individual who, directly or indirectly,
exercises substantial control over a reporting company, or who owns or controls at
least 25 percent of the ownership interests of a reporting company.
Whether a particular director meets any of these criteria is a question that the
reporting company must consider on a director-by-director basis.
FinCEN’s Small Entity Compliance Guide includes additional information on how to
determine if an individual qualifies as a beneficial owner in Chapter 2, “Who is a beneficial
owner of my company?”. This chapter includes separate sections with more information
about substantial control and ownership interest: Chapter 2.1 “What is substantial control?”
and Chapter 2.2 “What is ownership interest?”
D.10. Is a reporting company’s designated “partnership representative” or “tax

matters partner” a beneficial owner?
It depends. A reporting company’s “partnership representative,” as defined in
26 U.S.C. 6223, or “tax matters partner,” as the term was previously defined in
now-repealed 26 U.S.C. 6231(a)(7), is not automatically a beneficial owner of
the reporting company. However, such an individual may qualify as a beneficial
owner of the reporting company if the individual exercises substantial control over
the reporting company, or owns or controls at least 25 percent of the company’s
ownership interests.
Chapter 2 of FinCEN’s Small Entity Compliance Guide (“Who is a beneficial owner of my
company?”) has additional information on how to determine if an individual qualifies as a
beneficial owner of a reporting company.
Note that a “partnership representative” or “tax matters partner” serving in the
role of a designated agent of the reporting company may qualify for the “nominee,
intermediary, custodian, or agent” exception from the beneficial owner definition.
17
FinCEN’s Small Entity Compliance Guide includes additional information on such exemptions
in Chapter 2.4, “Who qualifies for an exception from the beneficial owner definition?”
D.11. What should a reporting company report if its ownership is in dispute?

If ownership of a reporting company is the subject of active litigation and an
initial BOI report has not been filed, a person authorized by the company to file its
beneficial ownership information should comply with the requirements by reporting:
• all individuals who exercise substantial control over the company, and
• all individuals who own or control, or have a claim to ownership or control
of, at least 25 percent ownership interests in the company.
If an initial BOI report has been filed, and if the resolution of the litigation leads
to the reporting company having different beneficial owners from those reported
(for example, because some individuals’ claims to ownership or control have been
rejected), the reporting company must file an updated BOI report within 30 calendar
days of resolution of the litigation.
D.12. Who does a reporting company report as a beneficial owner if a corporate

entity owns or controls 25 percent or more of the ownership interests of the
reporting company?
Ordinarily, such a reporting company reports the individuals who indirectly either
(1) exercise substantial control over the reporting company or (2) own or control
at least 25 percent of the ownership interests in the reporting company through
the corporate entity. It should not report the corporate entity that acts as an
intermediate for the individuals.
For an example of how to calculate the percentage of ownership interests an individual owns
or controls in a reporting company if the individual’s ownership interests are held through
an intermediate entity, please review example 4 in Chapter 2.3, “What steps can I take to
identify my company’s beneficial owners?” of FinCEN’s Small Entity Compliance Guide.
Two special rules create exceptions to this general rule in very specific circumstances:
1. A reporting company may report the name(s) of an exempt entity or
entities in lieu of an individual beneficial owner who owns or controls
ownership interests in the reporting company entirely through ownership
interests in the exempt entity or entities; or
2. If the beneficial owners of the reporting company and the intermediate
company are the same individuals, a reporting company may report the
FinCEN identifier and full legal name of an intermediate company through
which an individual is a beneficial owner of the reporting company.
FinCEN’s Small Entity Compliance Guide includes additional information about these
special reporting rules (see Chapter 4.2, “What do I report if a special reporting rule applies
to my company?”).
18
D.13. Who is the beneficial owner of a homeowners association?

A homeowners association (HOA) that meets the reporting company definition and
does not qualify for any exemptions must report its beneficial owner(s). A beneficial
owner is any individual who, directly or indirectly, exercises substantial control
over a reporting company, or owns or controls at least 25 percent of the ownership
interests of a reporting company.
There may be instances in which no individuals own or control at least 25 percent of
the ownership interests of an HOA that is a reporting company. However, FinCEN
expects that at least one individual exercises substantial control over each reporting
company. Individuals who meet one of the following criteria are considered to
exercise substantial control over the HOA:
• the individual is a senior officer;
• the individual has authority to appoint or remove certain officers or a
majority of directors of the HOA;
• the individual is an important decision-maker; or
• the individual has any other form of substantial control over the HOA.
D.14. Can beneficial owners own or control reporting companies through trusts?
Yes, beneficial owners can own or control a reporting company through trusts.
They can do so by either exercising substantial control over a reporting company
through a trust arrangement or by owning or controlling the ownership interests of
a reporting company that are held in a trust.
D.15. Who are a reporting company’s beneficial owners when individuals own or
control the company through a trust?
A beneficial owner is any individual who either: (1) exercises substantial control
over a reporting company, or (2) owns or controls at least 25 percent of a reporting
company’s ownership interests. Exercising substantial control or owning or
controlling ownership interests may be direct or indirect, including through any
contract, arrangement, understanding, relationship, or otherwise.
Trust arrangements vary. Particular facts and circumstances determine whether
specific trustees, beneficiaries, grantors, settlors, and other individuals with roles
in a particular trust are beneficial owners of a reporting company whose ownership
interests are held through that trust.
For instance, the trustee of a trust may be a beneficial owner of a reporting company
either by exercising substantial control over the reporting company, or by owning or
controlling at least 25 percent of the ownership interests in that company through
a trust or similar arrangement. Certain beneficiaries and grantors or settlors may
also own or control ownership interests in a reporting company through a trust.
The following conditions indicate that an individual owns or controls ownership
interests in a reporting company through a trust:
• a trustee (or any other individual) has the authority to dispose of trust assets;
19
• a beneficiary is the sole permissible recipient of income and principal

from the trust, or has the right to demand a distribution of or withdraw
substantially all of the assets from the trust; or
• a grantor or settlor has the right to revoke the trust or otherwise withdraw
the assets of the trust.
This may not be an exhaustive list of the conditions under which an individual
owns or controls ownership interests in a reporting company through a trust.
Because facts and circumstances vary, there may be other arrangements under
which individuals associated with a trust may be beneficial owners of any reporting
company in which that trust holds interests.
D.16. How does a reporting company report a corporate trustee as a beneficial owner?
For purposes of this question, “corporate trustee” means a legal entity rather than
an individual exercising the powers of a trustee in a trust arrangement.
If a reporting company’s ownership interests are owned or controlled through
a trust arrangement with a corporate trustee, the reporting company should
determine whether any of the corporate trustee’s individual beneficial owners
indirectly own or control at least 25 percent of the ownership interests of the
reporting company through their ownership interests in the corporate trustee.
» For example, if an individual owns 60 percent of the corporate trustee of a
trust, and that trust holds 50 percent of a reporting company’s ownership
interests, then the individual owns or controls 30 percent (60 percent × 50
percent = 30 percent) of the reporting company’s ownership interests and is
therefore a beneficial owner of the reporting company.
» By contrast, if the same trust only holds 30 percent of the reporting
company’s ownership interests, the same individual corporate trustee owner
only owns or controls 18 percent (60 percent × 30 percent = 18 percent) of
the reporting company, and thus is not a beneficial owner of the reporting
company by virtue of ownership or control of ownership interests.
The reporting company may, but is not required to, report the name of the corporate
trustee in lieu of information about an individual beneficial owner only if all of the
following three conditions are met:
• the corporate trustee is an entity that is exempt from the reporting
requirements;
• the individual beneficial owner owns or controls at least 25 percent of
ownership interests in the reporting company only by virtue of ownership
interests in the corporate trustee; and
• the individual beneficial owner does not exercise substantial control over the
reporting company.
In addition to considering whether the beneficial owners of a corporate trustee
own or control the ownership interests of a reporting company whose ownership
interests are held in trust, it may be necessary to consider whether any owners of,
or individuals employed or engaged by, the corporate trustee exercise substantial
20
control over a reporting company. The factors for determining substantial control
by an individual connected with a corporate trustee are the same as for any
beneficial owner.
Please see Chapter 2.1 of FinCEN’s Small Entity Compliance Guide, “What is substantial
control?” for additional information on how to determine whether an individual has
substantial control over a reporting company.
D.17. Who should an entity fully or partially owned by an Indian Tribe report as
its beneficial owner(s)?
The answer depends in part on the nature of the entity owned by the Indian Tribe.
This informs the determination on whether the entity is a reporting company that
must report beneficial ownership information.
In general, a reporting company must report as beneficial owners all individuals
who, directly or indirectly, exercise substantial control over the reporting company
(see Question D.2), and any individuals who directly or indirectly own or control
at least 25 percent or more of the reporting company’s ownership interests (see
Question D.4).
An Indian Tribe is not an individual, and thus should not be reported as an entity’s
beneficial owner, even if it exercises substantial control over an entity or owns or
controls 25 percent or more of the entity’s ownership interests. However, entities
in which Tribes have ownership interests may still have to report one or more
individuals as beneficial owners in certain circumstances.
Entity Is a Tribal Governmental Authority. An entity is not a reporting company—and
thus does not need to report beneficial ownership information at all—if it is a
“governmental authority,” meaning an entity that is (1) established under the laws
of the United States, an Indian Tribe, a State, or a political subdivision of a State,
or under an interstate compact between two or more States, and that (2) exercises
governmental authority on behalf of the United States or any such Indian Tribe,
State, or political subdivision. This category includes tribally chartered corporations
and state-chartered Tribal entities if those corporations or entities exercise
governmental authority on a Tribe’s behalf.
Entity’s Ownership Interests Are Controlled or Wholly Owned by a Tribal Governmental
Authority. A subsidiary of a Tribal governmental authority is likewise exempt from
BOI reporting requirements if its ownership interests are entirely controlled or
wholly owned by the Tribal governmental authority. See Questions L.3 and L.6
for information on this “subsidiary exemption.” See Question C.2 and Section L
generally for more information about other exemptions.
Entity Is Partially Owned by a Tribe (and Is Not Exempt). A non-exempt entity partially
owned by an Indian Tribe should report as beneficial owners all individuals
exercising substantial control over it, including individuals who are exercising
substantial control on behalf of an Indian Tribe or its governmental authority. The
entity should also report any individuals who directly or indirectly own or control at
least 25 percent or more of ownership interests of the reporting company. (However,
if any of these individuals owns or controls these ownership interests exclusively
21
through an exempt entity or a combination of exempt entities, then the reporting

company may report the name(s) of the exempt entity or entities in lieu of the
individual beneficial owner. See Question D.12.)
FinCEN’s Small Entity Compliance Guide includes additional information on how to
determine if an individual qualifies as a beneficial owner in Chapter 2, “Who is a beneficial
owner of my company?”. This chapter includes separate sections with more information
about substantial control and ownership interest: Chapter 2.1 “What is substantial control?”
and Chapter 2.2 “What is ownership interest?”
[Updated July 8, 2024]
E. Company Applicant
E.1. Who is a company applicant of a reporting company?
Only reporting companies created or registered on or after January 1, 2024, will need
to report their company applicants.
A company that must report its company applicants will have only up to two
individuals who could qualify as company applicants:
1. The individual who directly files the document that creates or registers the
company; and
2. If more than one person is involved in the filing, the individual who is
primarily responsible for directing or controlling the filing.
22
The following flowchart can help identify the company applicant.
In addition, Chapter 3.2, “Who is a company applicant of my company?” of FinCEN’s

Small Entity Compliance Guide includes additional information to help identify company
applicants.
23
E.2. Which reporting companies are required to report company applicants?

Not all reporting companies have to report their company applicants to FinCEN.
A reporting company must report its company applicants only if it is either a:
• Domestic reporting company created in the United States on or after January
1, 2024; or
• Foreign reporting company first registered to do business in the United States
on or after January 1, 2024.
A reporting company does not have to report its company applicants if it is either a:
• Domestic reporting company created in the United States before January 1,
2024; or
• Foreign reporting company first registered to do business in the United States
before January 1, 2024.
Below is summary of the company applicant reporting requirement. Chapter 3.1, “Is my
company required to report its company applicants?” of FinCEN’s Small Entity Compliance
Guide includes additional information.
24
E.3. Is my accountant or lawyer considered a company applicant?

An accountant or lawyer could be a company applicant, depending on their role in
filing the document that creates or registers a reporting company. In many cases,
company applicants may work for a business formation service or law firm.
An accountant or lawyer may be a company applicant if they directly filed the
document that created or registered the reporting company. If more than one
person is involved in the filing of the creation or registration document, an
accountant or lawyer may be a company applicant if they are primarily responsible
for directing or controlling the filing.
For example, an attorney at a law firm that offers business formation services
may be primarily responsible for overseeing preparation and filing of a reporting
company’s incorporation documents. A paralegal at the law firm may directly file the
incorporation documents at the attorney’s request. Under those circumstances, the
attorney and the paralegal are both company applicants for the reporting company.
E.4. Can a company applicant be removed from a BOI report if the company
applicant no longer has a relationship with the reporting company?
No. A company applicant may not be removed from a BOI report even if the
company applicant no longer has a relationship with the reporting company. A
reporting company created on or after January 1, 2024, is required to report
company applicant information in its initial BOI report, but is not required to file an
updated BOI report if information about a company applicant changes.
E.5. The company applicants of a reporting company include the individual

“primarily responsible for directing the filing of the creation or registration
document.” What makes an individual “primarily responsible” for directing
such a filing?
At most, two individuals need to be reported as company applicants:
1. the person who directly files the document with a secretary of state or
similar office, and
2. if more than one person is involved in the filing of the document, the
person who is primarily responsible for directing or controlling the filing.
For the purposes of determining who is a company applicant, it is not relevant who
signs the creation or registration document, for example, as an incorporator. To
determine who is primarily responsible for directing or controlling the filing of the
document, consider who is responsible for making the decisions about the filing
of the document, such as how the filing is managed, what content the document
includes, and when and where the filing occurs. The following three scenarios
provide examples.
25
Scenario 1: Consider an attorney who completes a company creation document

using information provided by a client, and then sends the document to a corporate
service provider for filing with a secretary of state. In this example:
• The attorney is the company applicant who is primarily responsible for
directing or controlling the filing because they prepared the creation
document and directed the corporate service provider to file it.
• The individual at the corporate service provider is the company applicant who
directly filed the document with the secretary of state.
Scenario 2: If the attorney instructs a paralegal to complete the preparation of the
creation document, rather than doing so themself, before directing the corporate
service provider to file the document, the outcome remains the same: the attorney
and the individual at the corporate service provider who files the document are
company applicants. The paralegal is not a company applicant because the attorney
played a greater role than the paralegal in making substantive decisions about the
filing of the document.
Scenario 3: If the client who initiated the company creation directly asks the
corporate service provider to file the document to create the company, then the
client is primarily responsible for directing or controlling the filing, and the
client should be reported as a company applicant, along with the individual at the
corporate service provider who files the document.
E.6. Is a third-party courier or delivery service employee who only delivers

documents that create or register a reporting company a company applicant?
No. A third-party courier or delivery service employee who only delivers documents
to a secretary of state or similar office is not a company applicant provided they
meet one condition: the third-party courier, the delivery service employee, and any
delivery service that employs them does not play any other role in the creation or
registration of the reporting company.
When a third-party courier or delivery service employee is used solely for delivery,
the individual (e.g., at a business formation service or law firm) who requested the
third-party courier or delivery service to deliver the document will typically be a
company applicant.
Under FinCEN’s regulations, an individual who “directly files the document”
that creates or registers the reporting company is a company applicant. Third-
party couriers or delivery service employees who deliver such documents facilitate
the documents’ filing, but FinCEN does not consider them to be the filers of
the documents given their only connection to the creation or registration of the
reporting company is couriering the documents.
Rather, when a third-party courier or delivery service is used by a firm, the
company applicant who “directly files” the creation or registration document is the
individual at the firm who requests that the third-party courier or delivery service
deliver the documents.
26
• For example, an attorney at a law firm may be involved in the preparation

of incorporation documents. The attorney directs a paralegal to file the
documents. The paralegal may then request a third-party delivery service
to deliver the incorporation documents to the secretary of state’s office.
The paralegal is the company applicant who directly files the documents,
even though the third-party delivery service delivered the documents on
the paralegal’s behalf. The attorney at the law firm who was involved in the
preparation of the incorporation documents and who directed the paralegal to
file the documents will also be a company applicant because the attorney was
primarily responsible for directing or controlling the filing of the documents.
In contrast, if a courier is employed by a business formation service, law firm,
or other entity that plays a role in the creation or registration of the reporting
company, such as drafting the relevant documents or compiling information to be
submitted as part of the documents delivered, the conclusion is different. FinCEN
considers such a courier to have directly filed the documents—and thus to be
a company applicant—given the courier’s greater connection (via the courier’s
employer) to the creation or registration of the company.
• For example, a mailroom employee at a law firm may physically deliver the
document that creates a reporting company at the direction of an attorney at
the law firm who is primarily responsible for decisions related to the filing.
Both individuals are company applicants.
E.7. If an individual used an automated incorporation service, such as through

a website or online platform, to file the creation or registration document
for a reporting company, who is the company applicant?
If a business formation service only provides software, online tools, or generally
applicable written guidance that are used to file a creation or registration
document for a reporting company, and employees of the business service are not
directly involved in the filing of the document, the employees of such services
are not company applicants. For example, an individual may prepare and self-file
documents to create the individual’s own reporting company through an automated
incorporation service. In this case, this reporting company reports only that
individual as a company applicant.
F. Reporting Requirements
F.1. Will a reporting company need to report any other information in addition
to information about its beneficial owners?
Yes. The information that needs to be reported, however, depends on when the
company was created or registered.
• If a reporting company is created or registered on or after January 1, 2024, the
reporting company will need to report information about itself, its beneficial
owners, and its company applicants.
27
• If a reporting company was created or registered before January 1, 2024,

the reporting company only needs to provide information about itself and
its beneficial owners. The reporting company does not need to provide
information about its company applicants.
F.2. What information will a reporting company have to report about itself?
A reporting company will have to report:
1. Its legal name;
2. Any trade names, “doing business as” (d/b/a), or “trading as” (t/a) names;
3. The current street address of its principal place of business if that
address is in the United States (for example, a U.S. reporting company’s
headquarters), or, for reporting companies whose principal place of
business is outside the United States, the current address from which the
company conducts business in the United States (for example, a foreign
reporting company’s U.S. headquarters);
4. Its jurisdiction of formation or registration; and
5. Its Taxpayer Identification Number (or, if a foreign reporting company
has not been issued a TIN, a tax identification number issued by a foreign
jurisdiction and the name of the jurisdiction).
A reporting company will also have to indicate whether it is filing an initial report,
or a correction or an update of a prior report.
FinCEN’s Small Entity Compliance Guide includes a checklist to help identify the information
required to be reported (see Chapter 4.1, “What information should I collect about my
company, its beneficial owners, and its company applicants?”).
F.3. What information will a reporting company have to report about its
beneficial owners?
For each individual who is a beneficial owner, a reporting company will have to provide:
1. The individual’s name;
2. Date of birth;
3. Residential address; and
4. An identifying number from an acceptable identification document such
as a passport or U.S. driver’s license, and the name of the issuing state
or jurisdiction of identification document (for examples of acceptable
identification, see Question F.5).
The reporting company will also have to report an image of the identification
document used to obtain the identifying number in item 4.
28
F.4. What information will a reporting company have to report about its
company applicants?
For each individual who is a company applicant, a reporting company will have to provide:
1. The individual’s name;
2. Date of birth;
3. Address; and
4. An identifying number from an acceptable identification document such
as a passport or U.S. driver’s license, and the name of the issuing state
or jurisdiction of identification document (for examples of acceptable
identification, see Question F.5).
The reporting company will also have to report an image of the identification
document used to obtain the identifying number in item 4.
If the company applicant works in corporate formation—for example, as an
attorney or corporate formation agent—then the reporting company must report
the company applicant’s business address. Otherwise, the reporting company must
report the company applicant’s residential address.
F.5. What are acceptable forms of identification that will meet the reporting
requirement?
The Corporate Transparency Act (CTA) requires a unique identification number
found in one of the following acceptable forms of identification for individuals:
1. A non-expired U.S. driver’s license (including any driver’s license issued by a
commonwealth, territory, or possession of the United States);
2. A non-expired identification document issued by a U.S. state or local
government, or Indian Tribe;
3. A non-expired passport issued by the U.S. government; or
4. A non-expired passport issued by a foreign government (permitted
only when an individual does not have one of the other three forms of
identification listed above).
[Updated June 10, 2024]
F.6. Is there a requirement to annually report beneficial ownership information?

No. There is no annual reporting requirement. Reporting companies must file an
initial BOI report and updated or corrected BOI reports as needed.
FinCEN’s Small Entity Compliance Guide includes more information about when to file
initial BOI reports in Chapter 5.1, “When should my company file its initial BOI report?” and
when to file updated and corrected BOI reports in Chapter 6, “What if there are changes to or
inaccuracies in reported information?”
29
F.7. Does a reporting company have to report information about its parent or
subsidiary companies?
No, though if a special reporting rule applies, the reporting company may report a
parent company’s name instead of beneficial ownership information. A reporting
company usually must report information about itself, its beneficial owners, and, for
reporting companies created or registered on or after January 1, 2024, its company
applicants. However, under a special reporting rule, a reporting company may
report a parent company’s name in lieu of information about its beneficial owners
if its beneficial owners only hold their ownership interest in the reporting company
through the parent company and the parent company is an exempt entity.
Chapter 4 of FinCEN’s Small Entity Compliance Guide (“What specific information does my
company need to report?”) provides additional information on what must be reported to
FinCEN. Chapter 4.2 (“What do I report if a special reporting rule applies to my company?”)
specifically provides details on what information must be reported pursuant to special
reporting rules.
F.8. Can a reporting company report a P.O. box as its current address?
No. The reporting company address must be a U.S. street address and cannot be a
P.O. box.
FinCEN’s Small Entity Compliance Guide includes additional information on what must be
reported in Chapter 4, “What specific information does my company need to report?”
F.9. Have I met FinCEN’s BOI reporting obligation if I filed a form or report that
provides beneficial ownership information to a state office, a financial
institution, or the IRS?
No. Reporting companies must report beneficial ownership information directly
to FinCEN. Congress enacted a law, the Corporate Transparency Act, that requires
the reporting of beneficial ownership information directly to FinCEN. State or local
governments, financial institutions, and other federal agencies, such as the IRS,
may separately require entities to report certain beneficial ownership information.
However, by law, those requirements are not a substitute for reporting beneficial
ownership information to FinCEN.
F.10. If a beneficial owner or company applicant’s acceptable identification

document does not include a photograph for religious reasons, will FinCEN
accept the identification document without the photograph?
Yes. If a beneficial owner or company applicant’s identification document does not
include a photograph for religious reasons, the reporting company may nonetheless
submit an image of that identification document when submitting its report, as
long as the identification document is one of the types of identification accepted
by FinCEN, such as a non-expired State-issued identification document. Please see
Question F.5 for a list of acceptable identification documents.
30
F.11. What residential address should be reported if a reporting company is

required to a report an individual’s residential address, but that an
individual does not have a permanent residential residence?
The residential address that is current at the time of filing should be reported to
FinCEN. An updated report should be submitted within 30 calendar days if the
address, or any other information previously reported, changes.
FinCEN’s Small Entity Compliance Guide includes additional information on what
information must be reported in Chapter 4, “What specific information does my company
need to report?” and what to do when previously reported information needs to be updated
in Chapter 6.1 “What should I do if previously reported information changes?”
F.12. What address should a reporting company report if it lacks a principal place
of business in the United States?
If a reporting company does not have a principal place of business in the United
States, then the company must report to FinCEN as its address the primary location
in the United States where it conducts business.
If a reporting company has no principal place of business in the United States and
conducts business at more than one location within the United States, then the
reporting company may report as its primary location the address of any of those
locations where the reporting company receives important correspondence.
If a reporting company has no principal place of business in the United States and
does not conduct business functions at any location in the United States, then its
primary location is the address in the United States of the person that the reporting
company, under State or other applicable law, has designated to accept service of legal
process on its behalf. In some jurisdictions, this person is referred to as the reporting
company’s registered agent, or the address is referred to as the registered office. Such
a reporting company should report this address to FinCEN as its address.
G. Initial Report
G.1. When do I have to file an initial beneficial ownership information report
with FinCEN?
If your company existed before January 1, 2024, it must file its initial beneficial
ownership information report by January 1, 2025.
If your company was created or registered on or after January 1, 2024, and before
January 1, 2025, then it must file its initial beneficial ownership information report
within 90 calendar days after receiving actual or public notice that its creation or
registration is effective. Specifically, this 90-calendar day deadline runs from the
time the company receives actual notice that its creation or registration is effective,
or after a secretary of state or similar office first provides public notice of its
creation or registration, whichever is earlier.
If your company was created or registered on or after January 1, 2025, it must file
its initial beneficial ownership information report within 30 calendar days after
receiving actual or public notice that its creation or registration is effective. The
following sets out the initial report timelines.
31
Chapter 5.1 “When should my company file its initial BOI report?” of FinCEN’s Small Entity
Compliance Guide has additional information about the reporting timelines.
[Updated December 1, 2023]
G.2. Can a parent company file a single BOI report on behalf of its group
of companies?
No. Any company that meets the definition of a reporting company and is not
exempt is required to file its own BOI report.
G.3. How can I obtain a Taxpayer Identification Number (TIN) for a new
company quickly so that I can file an initial beneficial ownership
information report on time?
The Internal Revenue Service (IRS) offers a free online application for an Employer
Identification Number (EIN), a type of TIN, which is provided immediately upon
submission of the application. For more information on TINs, see “Taxpayer
Identification Numbers (TIN)” at IRS.gov (https://w ww.irs.gov/individuals/
international-taxpayers/taxpayer-identification-numbers-tin). For more information
on Employer Identification Numbers and to access the EIN online application, see
32
“Apply for an Employer Identification Number (EIN) Online” at IRS.gov (https://

www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-
identification-number-ein-online).
A paper filing is required if a foreign person that does not have an Individual Taxpayer
Identification Number (ITIN) applies for an EIN. According to the IRS, receiving an
EIN through this process could take six to eight weeks. If you are a foreign person
that may need to obtain an EIN for a reporting company, we recommend applying
early for an ITIN. Foreign reporting companies that are not subject to U.S. corporate
income tax may report a foreign tax identification number and the name of the
relevant jurisdiction instead of an EIN or TIN.
G.4. Should an initial BOI report include historical beneficial owners of a

reporting company, or only beneficial owners as of the time of filing?
An initial BOI report should only include the beneficial owners as of the time of the
filing. Reporting companies should notify FinCEN of changes to beneficial owners
and related BOI through updated reports.
FinCEN’s Small Entity Compliance Guide includes more information about when to file
updated or corrected BOI reports in Chapter 6, “What if there are changes to or inaccuracies
in reported information?”
G.5. How does a company created or registered after January 1, 2024, determine
its date of creation or registration?
The date of creation or registration for a reporting company is the earlier of the
date on which: (1) the reporting company receives actual notice that its creation
(or registration) has become effective; or (2) a secretary of state or similar office
first provides public notice, such as through a publicly accessible registry, that the
domestic reporting company has been created or the foreign reporting company
has been registered.
FinCEN recognizes that there are varying state filing practices. In certain states,
automated systems provide notice of creation or registration to newly created or
registered companies. In other states, no actual notice of creation or registration
is provided, and newly created companies receive notice through the public
posting of state records. FinCEN believes that individuals who create or register
reporting companies will likely stay apprised of creation or registration notices
or publications, given those individuals’ interest in establishing an operating
business or engaging in the activity for which the reporting company is created.
33
G.6. A company that was created or registered before January 1, 2024, and was
exempt from the BOI reporting requirements loses its exempt status
between January 1, 2024, and January 1, 2025. How long does the reporting
company have to file its initial BOI report?
Normally, a company that loses its exempt status must file a BOI report with FinCEN
within 30 calendar days after the date that it no longer meets the criteria for any
exemption. A reporting company created or registered to do business before January
1, 2024, however, has until January 1, 2025, to file its initial BOI report.
FinCEN has determined that previously exempt entities that existed before 2024 and
lose their exempt status in 2024 will receive the benefit of whichever of these two
timeframes is longer: (1) the remaining days left in the one-year filing period for
existing companies; or (2) the 30-calendar-day period for companies that lose their
exempt status.
Thus, for example, if an existing reporting company ceases to be exempt on
February 1, 2024, the company will have until January 1, 2025, to file its initial BOI
report. If the company ceases to be exempt on December 15, 2024, the company will
have until January 14, 2025, to file its initial BOI report.
H. Updated Report
H.1. What should I do if previously reported information changes?
If there is any change to the required information about your company or its beneficial
owners in a beneficial ownership information report that your company filed, your
company must file an updated report no later than 30 days after the date of the change.
A reporting company is not required to file an updated report for any changes to
previously reported information about a company applicant.
The following infographic sets out updated reports timelines.
Chapter 6.1, “What should I do if previously reported information changes?” of FinCEN’s

Small Entity Compliance Guide provides additional information.
34
H.2. What are some likely triggers for needing to update a beneficial ownership
information report?
The following are some examples of the changes that would require an updated
beneficial ownership information report:
• Any change to the information reported for the reporting company, such as
registering a new business name.
• A change in beneficial owners, such as a new CEO, or a sale that changes who
meets the ownership interest threshold of 25 percent (see Question D.4 for
more information about ownership interests).
• Any change to a beneficial owner’s name, address, or unique identifying
number previously provided to FinCEN. If a beneficial owner obtained a new
driver’s license or other identifying document that includes a changed name,
address, or identifying number, the reporting company also would have to file
an updated beneficial ownership information report with FinCEN, including
an image of the new identifying document.
FinCEN’s Small Entity Compliance Guide provides additional guidance on triggers requiring
an updated beneficial ownership information report (see Chapter 6.1 “What should I do if
previously reported information changes?”).
H.3. Is an updated BOI report required when the type of ownership interest a
beneficial owner has in a reporting company changes?
No. A change to the type of ownership interest a beneficial owner has in a reporting
company—for example, a conversion of preferred shares to common stock—does
not require the reporting company to file an updated BOI report because FinCEN
does not require companies to report the type of interest. Updated BOI reports are
required when information reported to FinCEN about the reporting company or its
beneficial owners changes.
FinCEN’s Small Entity Compliance Guide includes additional information on when and how
reporting companies must update information in Chapter 6, “What if there are changes to or
inaccuracies in reported information?”
H.4. If a reporting company needs to update one piece of information on a BOI

report, such as its legal name, does the reporting company have to fill out
an entire new BOI report?
Updated BOI reports will require all fields to be submitted, including the updated
pieces of information. For example, if a reporting company changes its legal name,
the reporting company will need to file an updated BOI report to include the new
legal name and the previously reported, unchanged information about the company,
its beneficial owners, and, if required, its company applicants.
A reporting company that filed its prior BOI report using the fillable PDF version
may update its saved copy and resubmit to FinCEN. If a reporting company used
FinCEN’s web-based application to submit the previous BOI report, it will need
35
to submit a new report in its entirety by either accessing FinCEN’s web-based

application to complete and file the BOI report, or by using the PDF option to
complete the BOI report and upload to the BOI e-Filing application.
H.5. Can a filer submit a late updated BOI report?

An updated BOI report can be submitted to FinCEN at any time. However, the
reporting company is responsible for ensuring that updates are filed within 30 days
of a change occurring. If a reporting company has engaged a third-party service
provider to file BOI reports and updates on its behalf, then it should communicate
any changes to its beneficial ownership information to the third-party service
provider with enough time to meet the 30-day deadline.
H.6. If a reporting company last filed a “newly exempt entity” BOI report but
subsequently loses its exempt status, what should it do?
A reporting company should file an updated BOI report with FinCEN with the
company’s current beneficial ownership information when it determines it no longer
qualifies for an exemption.
I. Corrected Report
I.1. What should I do if I learn of an inaccuracy in a report?
If a beneficial ownership information report is inaccurate, your company must
correct it no later than 30 days after the date your company became aware of the
inaccuracy or had reason to know of it. This includes any inaccuracy in the required
information provided about your company, its beneficial owners, or its company
applicants. The following infographic sets out the corrected report timelines.
Chapter 6.2, “What should I do if I learn of an inaccuracy in a report?” of FinCEN’s Small

Entity Compliance Guide includes additional information about correcting inaccurate
beneficial ownership information reports filed with FinCEN.
[Updated September 29, 2023]
36
J. Newly Exempt Entity Report

J.1. What should a reporting company do if it becomes exempt after already
filing a report?
If a reporting company filed a beneficial ownership information report but then
becomes exempt from filing the report, the company should file an updated report
indicating that it is no longer a reporting company. An updated BOI report for a
newly exempt entity will only require that: (1) the entity identify itself; and (2)
check a box noting its newly exempt status.
Chapter 6.3, “What should my company do if it becomes exempt after already filing a
report?” of FinCEN’s Small Entity Compliance Guide includes more information.
K. Compliance/Enforcement
K.1. What happens if a reporting company does not report beneficial ownership
information to FinCEN or fails to update or correct the information within
the required timeframe?
FinCEN is working hard to ensure that reporting companies are aware of their
obligations to report, update, and correct beneficial ownership information. FinCEN
understands this is a new requirement. If you correct a mistake or omission within
90 days of the deadline for the original report, you may avoid being penalized.
However, you could face civil and criminal penalties if you disregard your beneficial
ownership information reporting obligations.
FinCEN’s Small Entity Compliance Guide provides more information about enforcement of
the requirement (see Chapter 1.3, “What happens if my company does not report BOI in the
required timeframe?”).
K.2. What penalties do individuals face for violating BOI reporting requirements?
As specified in the Corporate Transparency Act, a person who willfully violates the BOI
reporting requirements may be subject to civil penalties of up to $500 for each day
that the violation continues. However, this civil penalty amount is adjusted annually
for inflation. As of the time of publication of this FAQ, this amount is $591.
A person who willfully violates the BOI reporting requirements may also be subject
to criminal penalties of up to two years imprisonment and a fine of up to $10,000.
Potential violations include willfully failing to file a beneficial ownership information
report, willfully filing false beneficial ownership information, or willfully failing to
correct or update previously reported beneficial ownership information.
[Updated April 18, 2024]
K.3. Who can be held liable for violating BOI reporting requirements?
Both individuals and corporate entities can be held liable for willful violations.
This can include not only an individual who actually files (or attempts to file) false
information with FinCEN, but also anyone who willfully provides the filer with false
information to report. Both individuals and corporate entities may also be liable for
37
willfully failing to report complete or updated beneficial ownership information; in

such circumstances, individuals can be held liable if they either cause the failure or
are a senior officer at the company at the time of the failure.
i. Can an individual who files a report on behalf of a reporting company be
held liable?
Yes. An individual who willfully files a false or fraudulent beneficial ownership
information report on a company’s behalf may be subject to the same civil and
criminal penalties as the reporting company and its senior officers.
ii. Can a beneficial owner or company applicant be held liable for refusing to
provide required information to a reporting company?
Yes. As described above, an enforcement action can be brought against an
individual who willfully causes a reporting company’s failure to submit
complete or updated beneficial ownership information to FinCEN. This
would include a beneficial owner or company applicant who willfully fails to
provide required information to a reporting company.
K.4. Is a reporting company responsible for ensuring the accuracy of the

information that it reports to FinCEN, even if the reporting company
obtains that information from another party?
Yes. It is the responsibility of the reporting company to identify its beneficial
owners and company applicants, and to report those individuals to FinCEN. At the
time the filing is made, each reporting company is required to certify that its report
or application is true, correct, and complete. Accordingly, FinCEN expects that
reporting companies will take care to verify the information they receive from their
beneficial owners and company applicants before reporting it to FinCEN.
K.5. What should a reporting company do if a beneficial owner or company

applicant withholds information?
While FinCEN recognizes that much of the information required to be reported about
beneficial owners and company applicants will be provided to reporting companies
by those individuals, reporting companies are responsible for ensuring that they
submit complete and accurate beneficial ownership information to FinCEN. Starting
January 1, 2024, reporting companies will have a legal requirement to report
beneficial ownership information to FinCEN.
Existing reporting companies should engage with their beneficial owners to advise
them of this requirement, obtain required information, and revise or consider
putting in place mechanisms to ensure that beneficial owners will keep reporting
companies apprised of changes in reported information, if necessary. Beneficial
owners and company applicants should also be aware that they may face penalties
if they willfully cause a reporting company to fail to report complete or updated
beneficial ownership information.
38
Persons considering creating or registering legal entities that will be reporting

companies should take steps to ensure that they have access to the beneficial
ownership information required to be reported to FinCEN, and that they have
mechanisms in place to ensure that the reporting company is kept apprised of
changes in that information.
L. Reporting Company Exemptions

L.1. What are the criteria for the tax-exempt entity exemption from the
beneficial ownership information reporting requirement?
An entity qualifies for the tax-exempt entity exemption if any of the following four
criteria apply:
(1) The entity is an organization that is described in section 501(c) of the Internal
Revenue Code of 1986 (Code) (determined without regard to section 508(a) of
the Code) and exempt from tax under section 501(a) of the Code.
(2) The entity is an organization that is described in section 501(c) of the Code,
and was exempt from tax under section 501(a) of the Code, but lost its tax-
exempt status less than 180 days ago.
(3) The entity is a political organization, as defined in section 527(e)(1) of the
Code, that is exempt from tax under section 527(a) of the Code.
(4) The entity is a trust described in paragraph (1) or (2) of section 4947(a) of the Code.
FinCEN’s Small Entity Compliance Guide includes checklists for this exemption (see
exemption #19) and for the additional exemptions to the reporting requirements (see
Chapter 1.2, “Is my company exempt from the reporting requirements?”).
39
L.2. What are the criteria for the inactive entity exemption from the beneficial
ownership information reporting requirement?
An entity qualifies for the inactive entity exemption if all six of the following
criteria apply:
(1) The entity was in existence on or before January 1, 2020.

(2) The entity is not engaged in active business.
(3) The entity is not owned by a foreign person, whether directly or indirectly,
wholly or partially. “Foreign person” means a person who is not a United
States person. A United States person is defined in section 7701(a)(30) of the
Internal Revenue Code of 1986 as a citizen or resident of the United States,
domestic partnership and corporation, and other estates and trusts.
(4) The entity has not experienced any change in ownership in the preceding
twelve-month period.
(5) The entity has not sent or received any funds in an amount greater than $1,000,
either directly or through any financial account in which the entity or any
affiliate of the entity had an interest, in the preceding twelve-month period.
(6) The entity does not otherwise hold any kind or type of assets, whether in the
United States or abroad, including any ownership interest in any corporation,
limited liability company, or other similar entity.
FinCEN’s Small Entity Compliance Guide includes checklists for this exemption (see
exemption #23) and for the additional exemptions to the reporting requirements (see
Chapter 1.2, “Is my company exempt from the reporting requirements?”).
40
L.3. What are the criteria for the subsidiary exemption from the beneficial
ownership information reporting requirement?
Subsidiaries of certain types of entities that are exempt from the beneficial
ownership information reporting requirements may also be exempt from the
reporting requirement.
An entity qualifies for the subsidiary exemption if the following applies:
The entity’s ownership interests are controlled or wholly owned, directly or

indirectly, by any of these types of exempt entities:
• Securities reporting issuer;
• Governmental authority;
• Bank;
• Credit union;
• Depository institution holding company;
• Broker or dealer in securities;
• Securities exchange or clearing agency;
• Other Exchange Act registered entity;
• Investment company or investment adviser;
• Venture capital fund adviser;
• Insurance company;
• State-licensed insurance producer;
• Commodity Exchange Act registered entity;
• Accounting firm;
• Public utility;
• Financial market utility;
• Tax-exempt entity; or
• Large operating company.
FinCEN’s Small Entity Compliance Guide includes definitions of the exempt entities listed
above and a checklist for this exemption (see exemption #22). FinCEN’s Guide also includes
checklists for the additional exemptions to the reporting requirements (see Chapter 1.2, “Is
my company exempt from the reporting requirements?”).
41
L.4. If I own a group of related companies, can I consolidate employees across

those companies to meet the criteria of a large operating company
exemption from the reporting company definition?
No. The large operating company exemption requires that the entity itself employ
more than 20 full-time employees in the United States and does not permit
consolidation of this employee count across multiple entities.
FinCEN’s Small Entity Compliance Guide includes a checklist for this exemption (see
exemption #21).
L.5. How does a company report to FinCEN that the company is exempt?
A company does not need to report to FinCEN that it is exempt from the BOI
reporting requirements if it has always been exempt.
If a company filed a BOI report and later qualifies for an exemption, that company
should file an updated BOI report to indicate that it is newly exempt from the
reporting requirements. Updated BOI reports are filed electronically though the
secure filing system. An updated BOI report for a newly exempt entity will only
require that the entity: (1) identify itself; and (2) check a box noting its newly
exempt status.
L.6. Does a subsidiary whose ownership interests are partially controlled by an

exempt entity qualify for the subsidiary exemption?
No. If an exempt entity controls some but not all of the ownership interests of the
subsidiary, the subsidiary does not qualify. To qualify, a subsidiary’s ownership
interests must be fully, 100 percent owned or controlled by an exempt entity.
A subsidiary whose ownership interests are controlled or wholly owned, directly
or indirectly, by certain exempt entities is exempt from the BOI reporting
requirements. In this context, control of ownership interests means that the exempt
entity entirely controls all of the ownership interests in the reporting company, in
the same way that an exempt entity must wholly own all of a subsidiary’s ownership
interests for the exemption to apply.
L. 7. If the size of a reporting company fluctuates above and below one of the
thresholds for the large operating company exemption, does the reporting
company need to file a BOI report?
Yes. The company will need to file a BOI report if it otherwise meets the definition
of a reporting company and does not meet the criteria for the large operating
company exemption (or any other exemption). If the company files a BOI report
and then becomes exempt as a large operating company, the company should
file a “newly exempt entity” BOI report with FinCEN noting that the company
is now exempt. If at a later date the company no longer meets the criteria for
the large operating company exemption or any other exemption, the reporting
company should file an updated BOI report with FinCEN. Updated reports should be
submitted to FinCEN within 30 calendar days of the occurrence of the change.
42
To qualify for the large operating company exemption, an entity must have more
than 20 full-time employees in the United States, must have filed a Federal income
tax or information return in the United States in the previous year demonstrating
more than $5,000,000 in gross receipts or sales, and must have an operating
presence at a physical office in the United States.
L.8. Are telecommunications services included in the public utility exemption to

the reporting requirements?
FinCEN’s regulations provide that an entity that is a regulated public utility as
defined in 26 U.S.C. 7701(a)(33)(A) and that provides telecommunications services,
electrical power, natural gas, or water and sewer services within the United States is
not required to report its beneficial ownership information to FinCEN. Such exempt
regulated public utilities include a corporation engaged in the furnishing or sale
of telephone or telegraph services if the rates for such furnishing or sale meet the
requirements of 26 U.S.C. 7701(a)(33)(A), as specified in 26 U.S.C. 7701(a)(33)(D).
L.9. Does a company qualify for the large operating company exemption if it has
not yet filed its Federal income tax or information return for the previous year?
The Corporate Transparency Act (CTA) specifies that a company may qualify for the
large operating company exemption based on a Federal income tax or information
return filed “in” the previous year, while FinCEN’s regulations refer to tax or
information returns filed “for” the previous year. To the extent a tax or information
return for the previous year was not filed in the previous year (e.g., because a
company has not filed its return for the previous year at the time beneficial
ownership information is required to be reported, or because the return filed in the
previous year was for a prior year), a company should use the return filed in the
previous year for purposes of determining its qualification for the exemption. If a
company relying on this exemption subsequently files a tax return demonstrating
less than $5 million in gross sales or receipts, and it no longer qualifies for the large
operating company exemption or any other exemption, it has 30 days from the date
of the tax return to file an initial BOI report. The Federal income tax or information
return must demonstrate more than $5,000,000 in gross receipts or sales, as
reported as gross receipts or sales (net of returns and allowances) on the entity’s
IRS Form 1120, consolidated IRS Form 1120, IRS Form 1120-S, IRS Form 1065, or
other applicable IRS form, excluding gross receipts or sales from sources outside the
United States, as determined under Federal income tax principles.
43
M. FinCEN Identifier
M.1. What is a FinCEN identifier?
A “FinCEN identifier” is a unique identifying number that FinCEN will issue to
an individual or reporting company upon request after the individual or reporting
company provides certain information to FinCEN. An individual or reporting
company may only receive one FinCEN identifier.
FinCEN’s Small Entity Compliance Guide includes additional information on FinCEN
identifiers in Chapter 4.3, “What is a FinCEN identifier and how can I use it?”
M.2. How can I use a FinCEN identifier?

When a beneficial owner or company applicant has obtained a FinCEN identifier,
reporting companies may report the FinCEN identifier of that individual in the
place of that individual’s otherwise required personal information on a beneficial
ownership information report.
A reporting company may report another entity’s FinCEN identifier and full legal
name in place of information about its beneficial owners when three conditions are
met: (1) the other entity obtains a FinCEN identifier and provides it to the reporting
company; (2) the beneficial owners hold interests in the reporting company
through ownership interests in the other entity; and (3) the beneficial owners of the
reporting company and the other entity are the exact same individuals.
M.3. How do I request a FinCEN identifier?

Individuals may request a FinCEN identifier starting January 1, 2024, by completing
an electronic web form at ht tps://fin cenid.fincen.gov. Individuals will need to
provide their full legal name, date of birth, address, unique identifying number and
issuing jurisdiction from an acceptable identification document, and an image of
the identification document. After an individual submits this information, they will
immediately receive a unique FinCEN identifier.
Reporting companies may request a FinCEN identifier by checking a box on the
beneficial ownership information report upon submission. After the reporting
company submits the report, the company will immediately receive a unique
FinCEN identifier. If a reporting company wishes to request a FinCEN identifier after
submitting its initial beneficial ownership report, it may submit an updated beneficial
ownership information report requesting a FinCEN identifier, even if the company
does not otherwise need to update its information.
M.4. Are FinCEN identifiers required?

No. An individual or reporting company is not required to obtain a FinCEN identifier.
44
M.5. Do I need to update or correct the information I submitted to obtain a

FinCEN identifier?
Yes. Individuals must update or correct information through the FinCEN identifier
application that is also used to request a FinCEN identifier.
• Individuals must report any change to the information they submitted to
obtain a FinCEN identifier no later than 30 days after the date on which the
change occurred.
• If there is any inaccuracy in this information, an individual must correct the
information no later than 30 days after the date the individual became aware
of the inaccuracy or had reason to know of it.
Reporting companies with a FinCEN identifier must update or correct the company’s
information by filing an updated or corrected beneficial ownership information
report, as appropriate.
M.6. Is there any way to deactivate an individual’s FinCEN identifier that is

no longer in use so that the individual no longer has to update the
information associated with it?
FinCEN is actively assessing options to allow individuals to deactivate a FinCEN
identifier so that they do not need to update the underlying personal information
on an ongoing basis. FinCEN will provide additional guidance on this functionality
upon completion of that process.
M.7. Who can request a FinCEN identifier on behalf of an individual?

Anyone authorized to act on behalf of an individual may request a FinCEN identifier
on the individual’s behalf on or after January 1, 2024.
FinCEN identifiers for individuals are provided upon request after the requesting
party has submitted the necessary information. Obtaining a FinCEN identifier for an
individual requires the requesting party to create a Login.gov account, which is tied
to the individual receiving the FinCEN identifier. Individuals who receive a FinCEN
identifier should ensure their login credentials, including email address and related
multi-factor information associated with their Login.gov account, are saved for
future reference.
FinCEN’s Small Entity Compliance Guide includes additional information on the FinCEN
identifier in Chapter 4.3 “What is a FinCEN identifier and how can I use it?”
45
N. Third-Party Service Providers

N.1. Can a third-party service provider assist reporting companies by
submitting required information to FinCEN on their behalf?
Yes. Reporting companies may use third-party service providers to submit beneficial
ownership information reports. Third-party service providers will have the
ability to submit the reports via FinCEN’s BOI E-Filing website or an Application
Programming Interface (API). To request the API technical specifications, use
FinCEN’s contact form (http s://ww w.fi ncen.gov/contact). Please do the following
when submitting your inquiry: (1) select the topic associated with Beneficial
Ownership (BO) / Corporate Transparency Act (CTA); (2) select the subject associated
with API requests; (3) in the message body, indicate the nature of your API-related
inquiry (e.g., “I would like to review the API technical specifications,” “I would like
to request access to the API,” etc.).
N.2. What type of evidence will a reporting company receive as confirmation

that its BOI report has been successfully filed by a third-party service
provider?
The BOI E-Filing application, available beginning January 1, 2024, provides
acknowledgement of submission success or failure, and the submitter will be able to
download a transcript of the BOI report. The reporting company will need to obtain
this confirmation from the third-party service provider.
N.3. Will a third-party service provider be able to submit multiple BOI reports to
FinCEN at the same time?
Yes. Third-party service providers will be able to submit multiple BOI reports
through an Application Programming Interface (API).
O. Access to Beneficial Ownership Information

O.1. When will authorized recipients have access to beneficial ownership
information?
FinCEN will take a phased approach to providing access to beneficial ownership
information.
• The first phase, expected to begin in the spring of 2024, will be a pilot program
for a handful of Federal agency users.
• The second phase, expected in the summer of 2024, will extend access to
Treasury offices and other Federal agencies engaged in law enforcement and
national security activities that already have memoranda of understanding for
access to Bank Secrecy Act information.
• The third phase, expected in the fall of 2024, will extend access to additional
Federal agencies engaged in law enforcement, national security, and intelligence
activities, as well as to State, local, and Tribal law enforcement partners.
46
• The fourth phase, expected in the winter of 2024, will extend access to
intermediary Federal agencies in connection with foreign government requests.
• The fifth phase, expected in the spring of 2025, will extend access to financial
institutions subject to customer due diligence requirements under applicable
law and their supervisors.
FinCEN is not currently accepting requests for access to beneficial ownership
information. FinCEN will provide further guidance on how to request access in
the future.
O.2. I work at a Federal agency. How can I request beneficial ownership

information from FinCEN?
FinCEN is authorized to disclose beneficial ownership information to Federal
agencies engaged in national security, intelligence, or law enforcement activities
as well as Federal regulatory agencies that supervise financial institutions for
compliance with customer due diligence requirements. To request beneficial
ownership information from FinCEN, such Federal agencies will first need to enter
into a memorandum of understanding with FinCEN describing how the agency will
protect the security and confidentiality of the information. Additional information
about entering into such a memorandum will be available when your agency
becomes eligible to obtain access to beneficial ownership information under the
phased implementation timeline (see Question O.1).
In the meantime, we encourage agencies interested in access to beneficial ownership
information to review the Beneficial Ownership Information Access and Safeguards
Rule and become familiar with this rule’s requirements for agencies accessing
beneficial ownership information. Please see Question O.5 for more information.
O.3. Which state agencies can request beneficial ownership information

from FinCEN?
State, local, and Tribal law enforcement agencies—i.e., government agencies
authorized by law to engage in the investigation or enforcement of civil or criminal
violations of law—will be able to request beneficial ownership information
from FinCEN in certain circumstances. A State, local, or Tribal law enforcement
agency, however, can only request beneficial ownership information from FinCEN
if authorized by a “court of competent jurisdiction” to seek the information in a
criminal or civil investigation. The state, local, or Tribal law enforcement agency
also must meet certain other access requirements, including entering into a
memorandum of understanding with FinCEN that describes how the agency will
protect the security and confidentiality of the information.
Additionally, state regulatory agencies that supervise financial institutions for
compliance with customer due diligence requirements may also request beneficial
ownership information from FinCEN to conduct such supervision. Like other
domestic government agencies, to receive beneficial ownership information
47
from FinCEN, state regulatory agencies must also enter into a memorandum of
understanding with FinCEN that describes how the agency will protect the security
and confidentiality of the information.
O.4. Can foreign governments access beneficial ownership information?

Foreign governments cannot directly access the beneficial ownership IT system—the
secure system that FinCEN uses to receive and store BOI—but will be able to request
beneficial ownership information through intermediary Federal agencies. Foreign
governments may request beneficial ownership information for a law enforcement
investigation or prosecution, or for a national security or intelligence activity, that
is authorized under the laws of the foreign country. There are two different request
channels available to foreign governments:
1. requests made under an international treaty, agreement, or convention; or
2. requests made, when no such treaty, agreement, or convention is
available, by a law enforcement, judicial, or prosecutorial authority of
a foreign country determined by FinCEN, with the concurrence of the
Secretary of State and in consultation with the Attorney General or other
agencies as necessary and appropriate, to be a trusted foreign country.
Foreign requests for beneficial ownership information are not yet being processed.
O.5. How should authorized recipients prepare to receive, store, and use
beneficial ownership information?
The preparations necessary to receive, store, and use beneficial ownership
information will vary depending on the type of authorized recipient. Those
interested in accessing beneficial ownership information should first review the
Beneficial Ownership Information Access and Safeguards Rule (and the relevant
regulations at 31 CFR 1010.955). Depending on the type of authorized recipient, the
requirements may include, but are not limited to, the agency:
• establishing standards and procedures to protect the security and
confidentiality of beneficial ownership information received, including
procedures for training agency personnel on the appropriate handling and
safeguarding of such information;
• providing to FinCEN initially, and annually thereafter, a report that describes
the standards and procedures that the agency uses to ensure the security and
confidentiality of any beneficial ownership information received;
• providing to FinCEN initially, and thereafter semi-annually, a certification
by the head of the agency, on a non-delegable basis, that the agency has
standards and procedures that appropriately implement the security and
confidentiality requirements;
• establishing or designating, to the satisfaction of FinCEN, a secure system
for BOI storage;
48
• establishing and maintaining a permanent, auditable system of standardized

records of the agency’s requests for beneficial ownership information
including, for each request, the date of the request, name of individual
who makes the request, the reason for the request, any disclosure of such
information made by or to the requesting agency, and other information or
references necessary to reconstruct reasons for the request;
• conducting an annual internal audit to verify that information obtained from
FinCEN has been accessed and used appropriately and in accordance with the
established standards and procedures, providing the results of that audit to
FinCEN upon request; and
• cooperating with FinCEN’s annual audit of the adherence of agencies to
the security and confidentiality requirements to ensure that agencies are
requesting and using the information appropriately, including by promptly
providing any information FinCEN requests in support of its annual audit.
O.6. Although financial institutions subject to customer due diligence

requirements are not currently required to access the beneficial ownership
IT (BO IT) system, what are the current supervisory expectations if they
choose to access beneficial ownership information from the BO IT system,
when access becomes available to them?
FinCEN anticipates extending access to the BO IT system to financial institutions
subject to customer due diligence requirements under applicable law, along with
their supervisors, in the spring of 2025. FinCEN intends to provide additional
guidance regarding any specific supervisory expectations for financial institutions
that choose to access the BO IT system prior to those institutions receiving access to
the system.
For more information, see the Interagency Statement for Banks on the Issuance
of the Beneficial Ownership Information Access Rule and the Statement for Non-
Bank Financial Institutions on the Issuance of the Beneficial Ownership Information
Access Rule.
49

Boi Faqs Qa 508c

Uploaded by

Copyright:

Available Formats

Boi Faqs Qa 508c

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Boi Faqs Qa 508c

Uploaded by

Copyright:

Available Formats

Updated: July 8, 2024

Financial Crimes Enforcement Network

Beneficial Ownership Information

A.2. Why do companies have to report beneficial ownership information

B.2. When do I need to report my company’s beneficial ownership

B.3. When will FinCEN accept beneficial ownership information reports?

B.4. Will there be a fee for submitting a beneficial ownership information

B.5. How will I report my company’s beneficial ownership information?

B.6. Where can I find the form to report?

B.7. Is a reporting company required to use an attorney or a certified

[Issued September 18, 2023]

C.2. Are some companies exempt from the reporting requirement?

Exemption No. Exemption Short Title

C.4. Is a trust considered a reporting company if it registers with a court of law

C.5. Does the activity or revenue of a company determine whether it is a

C.6. Is a sole proprietorship a reporting company?

C.7. Can a company created or registered in a U.S. territory be considered a

C.8. Do the BOI reporting requirements apply to S-Corporations?

C.9. If a domestic corporation or limited liability company is not created

C.10. Are homeowners associations reporting companies?

C.12. Do beneficial ownership information reporting requirements apply to

C.13. Is a company required to report its beneficial ownership information to

C.14. If a reporting company created or registered in 2024 or later winds up its

D.2. What is substantial control?

[Issued September 18, 2023]

D.3. One of the indicators of substantial control is that the individual is an

[Issued September 18, 2023]

D.4. What is an ownership interest?

D.6. Is my accountant or lawyer considered a beneficial owner?

D.7. What information should a reporting company report about a beneficial

D.8. Is an unaffiliated company that provides a service to the reporting company

D.9. Is a member of a reporting company’s board of directors always a

D.10. Is a reporting company’s designated “partnership representative” or “tax

D.11. What should a reporting company report if its ownership is in dispute?

D.12. Who does a reporting company report as a beneficial owner if a corporate

D.13. Who is the beneficial owner of a homeowners association?

• a beneficiary is the sole permissible recipient of income and principal

through an exempt entity or a combination of exempt entities, then the reporting

The following flowchart can help identify the company applicant.

In addition, Chapter 3.2, “Who is a company applicant of my company?” of FinCEN’s

E.2. Which reporting companies are required to report company applicants?

[Issued September 18, 2023]

E.3. Is my accountant or lawyer considered a company applicant?

E.5. The company applicants of a reporting company include the individual

Scenario 1: Consider an attorney who completes a company creation document

E.6. Is a third-party courier or delivery service employee who only delivers

• For example, an attorney at a law firm may be involved in the preparation

E.7. If an individual used an automated incorporation service, such as through

• If a reporting company was created or registered before January 1, 2024,

F.6. Is there a requirement to annually report beneficial ownership information?

F.10. If a beneficial owner or company applicant’s acceptable identification

F.11. What residential address should be reported if a reporting company is

“Apply for an Employer Identification Number (EIN) Online” at IRS.gov (https://

G.4. Should an initial BOI report include historical beneficial owners of a

Chapter 6.1, “What should I do if previously reported information changes?” of FinCEN’s

H.4. If a reporting company needs to update one piece of information on a BOI

to submit a new report in its entirety by either accessing FinCEN’s web-based

H.5. Can a filer submit a late updated BOI report?

Chapter 6.2, “What should I do if I learn of an inaccuracy in a report?” of FinCEN’s Small

J. Newly Exempt Entity Report