Beneficial Ownership Information Reporting Requirements

A. Reporting Companies

Companies must submit a Beneficial Ownership Information (BOI) report to FinCEN if they are created or registered in 2024 or later, even if they cease to exist as a legal entity.

• A company is required to file an initial BOI report when it is created or registered.
• If the company ceases to exist after filing an initial BOI report, there is no requirement for an additional report noting that it has ceased to exist.

D. Beneficial Owner

A beneficial owner is an individual who either directly or indirectly exercises substantial control over a reporting company or owns or controls at least 25% of its ownership interests.

Substantial Control

• Substantial control includes:
  • Being a senior officer
  • Having authority to appoint or remove certain officers or directors
  • Being an important decision-maker (e.g., directing, determining, or having substantial influence over business, finances, and structure decisions)
  • Any other form of substantial control as explained in FinCEN’s Small Entity Compliance Guide

What is not Considered a Beneficial Owner

• An individual who is a beneficial owner does not include trusts, corporations, or other legal entities.
• However, in specific circumstances, information about an entity may be reported in lieu of information about a beneficial owner.

Additional Resources

To assist with identifying beneficial owners and determining the percentage of ownership interests held by an individual, refer to the following resources:

• Chapter 2.3 of the Small Entity Compliance Guide provides checklists and examples.
• Chapter 2.1 discusses what is substantial control.
• Chapter 2.2 sets out steps to determine the percentage of ownership interests held by an individual.

Overall, this information highlights the importance of reporting beneficial ownership information for certain companies and provides guidance on identifying beneficial owners based on substantial control or ownership interests.