Certain companies operating within or registered to do business in the United States are required to report Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). This requirement is part of the Corporate Transparency Act (CTA), designed to combat illicit financial activities.
Understanding Reporting Companies
The obligation to report BOI primarily falls on specific types of legal entities, referred to as "reporting companies." These are categorized into two main groups: domestic and foreign reporting companies.
Domestic Reporting Companies
These are entities created by filing a document with a secretary of state or any similar office under the law of a U.S. state or Indian tribe. This broad category includes many common business structures.
Key Characteristics of Domestic Reporting Companies:
| Characteristic | Description |
|---|---|
| Creation Method | Formed by submitting a formal document to a state-level authority (e.g., Secretary of State) within the United States. |
| Entity Types | Commonly includes limited liability companies (LLCs), corporations, and other entities structured similarly that require a filing with a state body for their creation. |
| Jurisdiction | Established under the laws of any U.S. state, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or possession of the United States, or an Indian tribe. |
Examples of Domestic Reporting Companies:
- Limited Liability Companies (LLCs): Whether single-member or multi-member, if created by a state filing, they are typically reporting companies.
- Corporations: Including S-corporations, C-corporations, and professional corporations.
- Limited Partnerships (LPs) and Limited Liability Partnerships (LLPs): If their formation requires a state filing.
- Business Trusts: If formed by a filing with a Secretary of State or similar office.
Foreign Reporting Companies
While the provided reference specifically details domestic reporting companies, it notes that "Two primary company types should report BOI." The second type typically refers to entities formed under the law of a foreign country that have registered to do business in any U.S. state or Indian tribe by filing a document with a Secretary of State or similar office.
What Information is Reported?
Reporting companies are required to submit information about the individuals who are their beneficial owners and, for companies created or registered on or after January 1, 2024, their company applicants.
- Beneficial Owners: These are individuals who either directly or indirectly exercise substantial control over the reporting company OR own or control at least 25% of the ownership interests of the reporting company.
- Company Applicants: These are individuals who directly file the document that creates or first registers the reporting company, and the individual who is primarily responsible for directing or controlling such filing.
How to Report
BOI reports are submitted electronically to FinCEN through a secure online filing system. This system is designed to collect the necessary information about the reporting company, its beneficial owners, and its company applicants (if applicable).
For detailed guidance and to access the official filing system, visit the official FinCEN website: FinCEN's Beneficial Ownership Information Reporting
[[BOI Reporting Requirements]]
