Companies that existed before January 1, 2024, are required to file their initial beneficial ownership information report (BOIR) by January 1, 2025.

Entities created or registered on or after January 1, 2024, and before January 1, 2025, must file their initial beneficial ownership information report (BOIR) within 90 calendar days after receiving actual or public notice that their creation or registration is effective. This ensures that newly established companies promptly report their beneficial ownership information.

Entities created or registered on or after January 1, 2025, must file their initial beneficial ownership information report (BOIR) within 30 calendar days after receiving actual or public notice that their creation or registration is effective. This shorter deadline is intended to ensure timely reporting of beneficial ownership information for newly formed companies.

A beneficial owner of a business is an individual who directly or indirectly controls a company or owns at least 25% of its interests. Beneficial owners must be natural persons—i.e., individuals. Natural persons include people with decision-making power, such as major shareholders or senior officers. Not all individuals connected to a company are considered beneficial owners. For instance, employees, consultants, or third-party service providers who perform work for the company but do not have control or ownership are not classified as beneficial owners. Furthermore, individuals with minimal ownership percentages or passive roles without decision-making power typically do not qualify. This distinction helps clarify the reporting process, ensuring that actual people who have substantial control over the company are identified. Entities like trusts, corporations, or other legal structures cannot be considered beneficial owners. In some cases, however, if an entity holds ownership interests in the company, the entity’s information may be reported instead of the individual’s, depending on specific circumstances outlined by FinCEN.

Reporting companies include domestic corporations, limited liability companies (LLCs), and other legal entities that are formed by filing a document with a state or similar office in the U.S. Foreign entities registered to do business in the U.S. must also report, unless they qualify for an exemption.

An individual with substantial control over a company may be a senior officer (e.g., CEO, CFO), someone with the authority to appoint or remove directors, or an important decision-maker who directs key aspects of the company’s operations. For instance, a company president who controls major business decisions would be considered a beneficial owner with substantial control.

A beneficial ownership information report (BOIR) must be filed by the company itself or an authorized individual, such as an employee, owner, or third-party service provider. Companies are responsible for ensuring the information is submitted electronically through FinCEN’s reporting system.

Certain entities are exempt from filing a beneficial ownership information report, including publicly traded companies, government entities, banks, insurance companies, credit unions, large operating companies, and certain nonprofits. There are 23 types of exempt entities in total under the Corporate Transparency Act:

Securities reporting issuers (publicly traded companies)

Governmental authorities

Banks

Credit unions

Depository institution-holding companies

Money services businesses

Brokers or dealers in securities

Securities exchanges or clearing agencies

Other entities registered under the Exchange Act

Investment companies or investment advisers

Venture capital fund advisers

Insurance companies

State-licensed insurance producers

Commodity Exchange Act registered entities

Accounting firms

Public utilities

Financial market utilities

Pooled investment vehicles

Tax-exempt entities

Entities assisting tax-exempt entities

Large operating companies

Subsidiaries of exempt entities

Inactive entities

The required information includes the beneficial owner’s full name, date of birth, residential address, and a unique identification number from an acceptable document such as a passport or driver’s license. A copy of the identification document must also be submitted.